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8324 - Assignment of Contract Executed Procurement 215 E. McKinney St., Denton, TX 76201  (940) 349-7100 OUR CORE VALUES Inclusion • Collaboration • Quality Service • Strategic Focus • Fiscal Responsibility Assignment of Contract #8324 FOR VALUE RECEIVED, SBM Premier Services, LLC dba Servpro of Denton (“Assignor”) hereby assigns and otherwise transfers to H3 Restoration, LLC DBA Servpro of Denton (“Assignee”) all rights, title, and interest held by Assignor in and to the “Contract” described as follows (this “Assignment”): Contract approved November 7, 2023, by and between the City of Denton, SBM Premier Services, LLC dba Servpro of Denton for disaster restoration and emergency services for various City buildings for the Facilities Management Department; said Contract being in the original not to exceed amount of $2,000,000.00. Assignor warrants and represents that said Contract is in full force and effect and is fully assignable. Assignor further warrants that it has the full right and authority to transfer said Contract and that Contract rights herein transferred are free of liens, encumbrances, and adverse claims. Said Contract has not been modified and remains on the terms and conditions originally contained therein. If said Contract has been modified, then all modifications to said Contract are attached hereto and made a part hereof. Assignor grants, bargains, sells, conveys, transfers, assigns, and delivers all of its rights, interests, obligations, and duties under the Contract to Assignee. Assignee fully assumes and agrees to perform all remaining covenants, duties, and obligations of Assignor under the Contract in strict accordance with the terms and conditions of the Contract and agrees to indemnify and hold Assignor harmless from any claim or demand resulting from non-performance by Assignee. Assignor agrees that Assignee shall be entitled to all monies remaining to be paid under the Contract, which rights are also assigned hereunder. The City of Denton’s obligations to make payment to Assignee shall only be effective following the date this Assignment becomes effective. In the event that a dispute arises between Assignor and Assignee as to the allocation or division of any payments payable or paid to Assignor of Assignee, such dispute shall be resolved strictly between Assignor and Assignee. This Assignment shall become effective as of the date the Consent to Assignment is executed by the City of Denton after this Assignment is executed by the Assignor and Assignee and shall be binding upon and inure to the benefit of the Assignor and Assignee, their heirs, administrators, successors and assigns. IN WITNESS WHEREOF the Assignor and Assignee execute and affix their respective approval and signature on this Assignment on the dates herein set forth. Dated: _________________ ___________________________ Assignor Dated: _________________ ___________________________ Assignee Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 1/10/2025 1/11/2025 Procurement 215 E. McKinney St., Denton, TX 76201  (940) 349-7100 OUR CORE VALUES Inclusion • Collaboration • Quality Service • Strategic Focus • Fiscal Responsibility Consent to Assignment of Contract In accordance with the provisions of the Contract, the City of Denton hereby consents to the Assignment of Contract affirming that no modification of the Contract is made or intended, except as noted hereinabove, and that Assignee is now and hereafter substituted for Assignor. The Assignee shall provide to the City of Denton the following documentation before the Assignment of Contract shall become effective: (1) a Conflict of Interest Questionnaire (2) a certificate of insurance which meets or exceeds the insurance requirements of the Contract. Attached: Contract #8324 Dated: _________________ Approved by: ____________________ Lori Hewell Purchasing Manager City of Denton 901B Texas Street Denton, Texas 940-349-7100 lori.hewell@cityofdenton.com Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 1/13/2025 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5 Not Applicable 8324 EMERGENCY WATER, FIRE, STORM DAMAGE REMOVAL SERVICES FILE Crystal Westbrook NOVEMBER 7, 2028 NOVEMBER 7, 2023 23-2089 Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND SBM PREMIER SERVICES LLC DBA SERVPRO OF DENTON (CONTRACT 8324) THIS CONTRACT is made and entered into this date ______________________, by and between SBM Premier Services, LLC dba Servpro of Denton a Texas limited liability company, whose address is 3412 Schuyler Street, Denton, TX 76207_ 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 FILE #8324 Emergency Water, Fire, Storm Damage Removal 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) TIPS Contract #22050101 and #22050102 with SBM Premier Services, LLC dba Servpro of Denton (Exhibit “B” on file at the office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Insurance Requirements (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Contractor’s Proposal (Exhibit "F"); (g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel 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: C2989D4C-965D-41C7-865D-4633CCD57FF5 11/8/2023 Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 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: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 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: JESUS SALAZAR, 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: C2989D4C-965D-41C7-865D-4633CCD57FF5 Jeff A. Stokes 940-566-2277 jstokes@servpro10676.com 2023-1083913 Managing Partner Director Tom Gramer Facilities Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $2,000,000. Pricing shall be per Exhibit F attached. 2. Contract Terms The contract term will be three (3) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S 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. 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. DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 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. 4. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below:  Delivery beyond contracted lead times  Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 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: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 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 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 DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, 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 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 deliverables or of the invoice being received in Accounts Payable, whichever is later. DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 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 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. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. 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. DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 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 other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, 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 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure 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 DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 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 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: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all 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 DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 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 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 Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty 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 one year 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, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 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 guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual 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. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 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 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 DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, 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. DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity 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. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor 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 deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 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 DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 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 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 DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 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 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 DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 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 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. DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 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. 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 DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 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 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 DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 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. 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: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 Exhibit D 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 c o n t r a c t a w a r d , a l l i nsurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. 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 ‐ o r b e t t e r .  Any deductibles or self‐insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self‐ insured retentions with respect to the City, its officials, agents, employees, and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.  Liability policies shall be endorsed to provide the following: DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 o Name as Additional Insured the City of Denton, its Officials, Agents, 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: A. COMMERCIAL GENERAL LIABILITY INSURANCE Commercial General Liability Insurance including, but not limited to, Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors, and Contractual Liability with minimum combined bodily injury (including death) and property DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 damage limits of $1,000,000.00 per occurrence and $2,000,000.00 general aggregate. B. WORKERS’ COMPENSATION and EMPLOYERS LIABILITY INSURANCE Workers’ Compensation within the regulations of the Texas Workers’ Compensation Act. The minimum policy limits for Employers Liability are: Bodily Injury by Accident: $100,000.00 Each Accident Bodily Injury by Disease: $100,000.00 Each Employee Bodily Injury by Disease: $500,000.00 Policy Limit NOTES: a. If CONTRACTOR will not be providing services under the contract at a City facility, has no employees and/or is operating as a sole owner and single operator, CONTRACTOR shall provide a signed letter, with the current date, on official letterhead stating such to meet the requirement. b. If CONTRACTOR is a non‐subscriber or is self‐insured CONTRACTOR shall provide a copy of its Certificate of Authority to Self‐Insure from the Texas Department of Insurance, Division of Workers’ Compensation Self Insurance Regulation Program, evidence of alternative coverage and internal safety and injury coverage policies and procedures. C. BUSINESS AUTOMOBILE LIABILITY INSURANCE Business Automobile Liability Insurance covering owned, hired, and non‐owned vehicles, with a minimum combined single limit for bodily injury (including death) and property damage limit of $500,000.00 per occurrence. NOTE: a. If CONTRACTOR does not have owned, hired and non‐owned autos or vehicles and/or no autos or vehicles will not be used in the performance of services under the contract, CONTRACTOR shall provide a signed letter, with the current date, on official letterhead stating such to meet the requirement for owned autos. D. 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 any negligent error, omission or act with minimum limits of $1,000,000.00 per claim, $2,000,000.00 annual aggregate. DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 E. ASBESTOS ABATEMENT LIABILITY INSURANCE If project includes Asbestos Abatement, in addition to ASBESTOS ABATEMENT, CONTRACTOR providing evidence of insurance described in above, then, including coverage for liability arising from the encapsulation, removal, handling, storage, transportation and disposal of asbestos containing materials with minimum combined bodily injury (including death) and property damage limits of $1,000,000 per occurrence, $1,000,000 annual aggregate. SUBCONTRACTING LIABILITY (1) Without limiting any of the other obligations or liabilities of the CONTRACTOR, the CONTRACTOR shall require each Subcontractor performing work under the contract, at the Subcontractor's own expense, to maintain during the engagement with the CITY, types and limits of insurance that are appropriate for the services/work being performed, comply with all applicable laws and are consistent with industry standards. The Subcontractor’s liability insurance shall name CONTRACTOR as an additional insured. (2) CONTRACTOR shall obtain and monitor the certificates of insurance from each Subcontractor. CONTRACTOR must retain the certificates of insurance for the duration of the contract and shall have the responsibility of enforcing insurance requirements among its subcontractors. The CITY shall be entitled, upon request and without expense, to receive copies of these certificates. DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Contract # 8324 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/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: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Prime Area Labor Rate: $160.00 $140.00 $130.00 $100.00 $110.00 $107.00 $105.00 $90.00 $79.50 $82.00 $85.00 $75.00 $72.00 $70.00 $60.00 $52.75 $4.00 $100.00 Prime Area Labor Rate: $150.00 $135.00 $139.75 $167.50 $148.25 $160.25 $105.00 $101.00 $118.00 $90.00 $87.50 $85.00 $90.00 $67.00 Painter Brick Mason Insulator Reconstruction Superintendent Tile/Flooring Installer Drywaller/Finisher Equipment Operator $60.00 Per Hour $78.00 Per Hour Per Hour Per Hour Per Hour$76.00 $4.00 Project Consultant/Estimator ** (See Page 11) Welder Plumber HVAC Mechanical Electrician Roofer Carpenter/Framer Per Hour Per Hour Per Hour Per Hour $90.00 Reconstruction Sr. Project Manager $130.00 Per Hour $95.00 $128.00 $115.00 $120.00 $125.00 $120.00 $92.00 Per Hour Project Clerical Administrator Resource Coordinator/Supply Supervisor $65.00 Per Hour $77.00 $78.00 Per Hour Per Hour Per Hour Per Hour Per HourGeneral Labor Management Fee * (See Page 11) $65.00 $57.00 $39.75 $100.00 Per Hour Per Hour Reconstruction Services (All subject to OT). See Page 9 for Prime Area Labor Conditions. Category:Rate:Unit: Per Hour Per Hour Remediation Technician $69.00 Content Inventory Supervisor $70.00 Per Hour $68.00 $63.00 CDL Driver Skilled Labor Per Hour Per Hour Per Hour Per Hour Per Hour Restoration Technician Technical Specialist Assistant Project Manager Remediation Supervisor $87.00 Project Manager $110.00 Health & Safety Officer $90.00 $85.00 $85.00 Restoration Supervisor Per Hour$80.00 Per Hour Per Hour Sr. Project Manager $125.00 Per Hour Schedule A: Labor Restoration Services (All subject to OT). See Page 9 for Prime Area Labor Conditions. Category:Rate:Unit: Project Coordinator $145.00 Per Hour January 2023 Page 1 of 13 Initial:______ EXHIBIT FDocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Rate:Unit:Concentrate:Ready to Use: $3.63 Gallon ● $55.88 Gallon ● $87.70 Gallon ● $99.19 Gallon ● $76.20 250 ct ● $139.71 Gallon ● $13.91 Gallon ● $2.18 Gallon ● $40.52 Gallon ● $5.20 Gallon ● $82.49 Gallon ● $115.40 Gallon ● $6.17 Gallon ● $52.62 Gallon ● $21.77 Aerosol/Can ● $70.16 Gallon ● $66.89 Gallon ● $95.20 Gallon ● $208.05 Kit ● $381.02 5 Gallon Pail ● $60.48 9 lb. pail ● $209.99 35lb pail ● $79.95 Gallon ● $10.04 Gallon ● $99.55 Gallon ● $18.26 Aerosol/Can ● $8.95 Aerosol/Can ● $23.35 Gallon ● $91.32 Gallon ● $3.75 Gallon ● $40.52 Gallon ● $139.71 Gallon ● $3.39 Gallon ● $54.67 Gallon ● $3.39 Gallon ● $83.70 Gallon ● $70.64 Gallon ● $53.34 Gallon ● $82.49 Gallon ● $4.48 Gallon ● $71.49 Gallon ● Heavy Duty Degreaser Husky 815 HCD Disinfectant Industrial Cleaner Industrial Cleaner Pre-Spray & Traffic Lane Cleaner Liquid Emulsifier Powdered Emulsifier Pre-Spray & Traffic Lane Cleaner Lemon Fresh Deodorizer Lemon Fresh Deodorizer Lemon Oil Polish Glass Cleaner, Super Concentrate Heavy Duty Degreaser Fire Star Fire Star Flame Stop Furniture Polish CitraSolvent Citrus Deodorizer, Water-Based Coil Cleaner Glass Cleaner, Multi-Purpose Glass Cleaner, Ready-To-Use Concrobium ® Disinfectant Defoamer Duct Sealer EnviroShield™ Odor and Stain Blocker (Clear/White) Extreme Laundry Detergent EASYDECON DF200 Schedule B: Consumables Cleaning/Disinfectant Consumables Description: All Surface Green Clean Extreme Laundry Detergent All Surface Green Clean Benefect Decon 30 Benefect Disinfectant Benefect Disinfectant Wipes Bright-N-Neutral Cleaner BioBlast BioBlast Citrus Deodorizer, Water-Based Bright-N-Neutral Cleaner Carpet and Upholstery Green Clean Carpet and Upholstery Green Clean January 2023 Page 2 of 13 Initial:______ DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Rate:Unit:Concentrate:Ready to Use: $35.56 Quart ● $27.58 Gallon ● $2.06 Gallon ● $54.43 Gallon ● $3.39 Gallon ● $73.79 Gallon ● $4.60 Gallon ● $65.92 Gallon ● $3.21 Gallon ● $80.68 Gallon ● $147.93 Gallon ● $4.72 Gallon ● $110.07 Gallon ● $6.89 Gallon ● $76.08 Gallon ● $16.21 Aerosol/Can ● $45.60 Gallon ● $2.90 Gallon ● $39.07 Gallon ● $2.42 Gallon ● $67.25 Gallon ● $4.23 Gallon ● $58.67 Gallon ● $3.63 Gallon ● $74.15 Gallon ● $63.38 Gallon ● $1.21 Gallon ● $62.90 Gallon ● $3.99 Gallon ● $54.19 Gallon ● $56.85 Gallon ● $25.16 Gallon ● $65.08 Gallon ● $4.54 Gallon ● Wall and All Plus Sporicidin Stainless Steel Cleaner Stone and Porcelain Cleaner Smoke Deodorizer Solvent Additive Smoke Deodorizer Solvent Additive Tile & Grout Cleaner Ultra Content CleanER Stone and Porcelain Cleaner Tile & Grout Cleaner Vanquish (Cannot be used in California) Ultra Content CleanER Ultrasonic Cleaning Agent Upholstery/Drapery Solvent, Heatable Wintergreen Deodorizer Wall and All Plus Wall Rinse Window Green Clean Wintergreen Deodorizer Wall and All Surface Cleaner Schedule B: Consumables Consumables Description: Cleaning/Disinfectant (continued) Vanquish (Cannot be used in California) Ultrasonic Cleaning Agent Shampoo Super Concentrate Rusticide SERVPRO Green SERVPRO Green SERVPRO Orange Shampoo Super Concentrate SERVPRO Orange Plus SERVPRO Orange SERVPRO Orange Plus ServprOXIDE January 2023 Page 3 of 13 Initial:______ DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Rate: $147.45 $281.72 $59.94 $159.44 $269.73 $396.80 $611.39 $6.59 $7.19 $5.69 $5.09 $83.92 $5.40 $47.93 $153.45 $0.66 $47.88 $35.96 $85.43 $277.16 $20.09 $11.60 $299.70 $10.67 $16.42 $393.90 $7.55 $160.47 $209.31 $40.52 $16.66 $37.76 $4.20 $27.51 $41.72 $21.10 $43.16 $30.57 Vacuum Cleaner Bags - Back Pack HEPA Vacuum Cleaner Bags - Canister HEPA Unit:Consumables Description: Each Each Each Box Pak/10 Pak/10 Pak/6 Each Each Each Filter - Wet/Dry Vacuum, non-HEPA Filter Material, Poly Rolled Medium Vacuum Cleaner Bags Filter - Activated Carbon 2000 cfm Filter - Activated Carbon 500 cfm Filter - Air Scrubber 500 cfm - HEPA Filter - Air Scrubber 500 cfm - Secondary Filter - Air Scrubber 500 cfm - Prefilter Filter - Back Pak Vacuum Kit Filter - Air Scrubber 1000 cfm - HEPA Filter - Air Scrubber 1000 cfm - Prefilter Filter - Air Scrubber 1000 cfm - Secondary Filter - Air Scrubber 2000 cfm - Secondary per 12 pack Filter - Desiccant Dehumidifier - 5000 cfm Filter - Refrigerant Dehumidifier - 754 Filter - Upright Vacuum Filter - Air Scrubber 2000 cfm - Prefilter Filter - Air Scrubber 2000 cfm - HEPA Each Each Each Each Each Each Each Each Each Each Schedule B: Consumables Plastic Sheeting 6 mil - Fire Retardant 20' x 100' - Roll Each Plastic Sheeting Hangers - Blue Case Containment Eco Board Floor Protection 38" x 100' - Roll Each Plastic Sheeting 4 mil - 20' x 100' - Roll Each Plastic Sheeting 6 mil - 20' x 100' - Roll Each Floor Protection 15" x 1,100' - Roll Each Plastic Sheeting .31 mil - 12' x 400' - Roll Each Moving Blankets Each/Use Box - Large Each Box - Legal Size (1.2 cubic feet)Each Foam / Wood Blocks Box Contents Filters Wrap - Bubble 12" x 125"Roll Wrap - Shrink 16" x 1500'Roll Tacky Mats 37" x 26" PAD/30 Each Tarp (per square ft)Each Packing Paper (26" x 24" - 140 ct - recycled)Box/50lb Box - Medium Each Box - Small Each January 2023 Page 4 of 13 Initial:______ DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Rate: $95.66 $7.13 $12.71 $53.95 $19.18 $63.90 $143.86 $839.16 $22.23 $116.28 $227.77 $59.94 $59.94 $36.56 $25.83 $41.24 $55.44 $98.78 $115.08 $41.96 $29.37 $30.00 $7.50 $29.50 $27.50 $22.66 $6.00 $5.00 $23.98 $28.25 $19.70 $13.19 $25.17 $15.78 $9.75 Roll Roll Roll Tape - HVAC 2" x 50 yrds. Tape - Painter (Blue) 2" x 60yrds. Tape - Poly/Box - 2" x 109 yrds. Aerosol/Can Roll Roll Spray Adhesives Tape - Caution 3" x 1000' HDX Tape - Duct - 2" x 60 yrds. Safety Glasses Tyvek (Bio-Shield Coveralls) Each Per Suit/Exchange Safety Vest/Hard Hat Combo Each Respirator Cartridges - Ammonia Respirator Cartridges - Organic Respirator - N 95 Safety Goggles (Chemical Splash) Each Each Each Each Box/100 20/box Respirator - Full or Half Mask Dozen Dozen Each Gloves - Chemical Resistant Gloves - Leather Safety/Work Gloves - Nitrile/Latex Hearing Protection Box 50 Trash Bags - Environmental 6 mil Miscellaneous/General Carpet Protection Film 2' x 200'Each Cleaning Rags Per lb. Lay Flat (Roll - 500' x 33") Sponge Dry Clean 48/Case Each Cleaning Towel Dusting Cloth - Masslin treated 50/Bag Lay Flat (Roll - 250' x 14")Each Schedule B: Consumables Consumables Description:Unit: Dozen Cotton Mop Head Each Dozen Cleaning Towel (Microfiber) Safety Tapes/Adhesives Rayon Mop Head Each Shoe Covers 150/Case Zip Ties 36" - Industrial Pak/10 Box 20 Wall Zippers (2 pack)Each Zip Ties 14" - Industrial Pak/20 Zip Ties 48" - Industrial Pak/10 Trash Bags - Contractor 3 mil January 2023 Page 5 of 13 Initial:______ DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Rate: $40.00 $42.00 $30.00 $165.00 $128.00 $90.00 $125.00 $60.00 $140.00 $475.00 $180.00 $125.00 $357.50 $46.75 $357.50 $357.50 $225.00 $27.50 $175.00 $150.00 $522.50 $220.00 $412.50 $26.25 $85.00 $55.00 $84.15 $150.00 $150.00 $125.00 $795.00 $1,350.00 $1,775.00 $2,150.00 $2,775.00 $4,400.00 $2,860.00 $350.00 $145.00 $302.50 $1,100.00 $1,375.00 $27.50 $825.00 $1,155.00 $1,375.00 Fogger/Macromist Pressure Washer - Hot Each/Day Fogger/Thermal Each/Day Media Blasting Machine Each/Day Desiccant - 1,000 cfm Each/Day Each/Day Each/Day Each/Day Vapor Shark Each/Day Each/Day Drying Equipment Each/Day Dehumidifier - Medium Commercial (75 and under PPD) Rover Extraction Unit Ultrasonic Cleaning Machine Vacuum - Upright Vacuum Cleaner Vacuum - Back Pack, HEPA Vacuum - Wet/Dry Equipment Description:Unit: Air Mover/Compressor Blast/Power Wash Units Schedule C: Equipment Air Scrubber - 1000 cfm Each/Day Air Mover - Carpet Each/Day Air Scrubber - 2000 cfm Each/Day Air Compressor - Portable Each/Day Air Scrubber - 500 cfm Each/Day Air Mover - Axial Desiccant - 3,000 cfm Each/Day Camera - Infrared/Thermal Imaging Dehumidifier - Large Commercial (76 and over PPD) Portable Fuel Cells Each/Day Each/Day Each/Day Each/Day Each/Day Truck Mount Carpet/Extraction Machine Each/Day Each/Day Each/Day Pump - Trash (2" to 4") Pump - Sump (Gas) Each/Day Portable Dry Cleaning Machine Portable Extractor Cleaning/Vacuum Extraction Each/Day Each/Day Each/Day Each/Day Each/Day Each/DayCanister HEPA Vac Insulation Vacuum Orbital Floor Machine Portable Carpet Machine Electrostatic Sprayer Each/Day Each/Day Each/Day Each/Day Each/Day Each/Day Each/Day Each/Day Each/Day Each/Day Per Opening Each/Day Temporary Heat: 200k-300k BTU Temporary Heat: 300k-450k BTU Desiccant - 15,000 cfm DX Unit - 1 Ton DX Unit - 10 Ton DX Unit - 25 Ton Flex Duct 5000 cfm Desiccant Package Unit (**) Temporary Heat: 150k-200k BTU Desiccant Door Kit - Total/one time charge Dry Force Injectidry (Wall Cavity) Desiccant - 7,500 cfm Each/Day Desiccant - 5,000 cfm Each/Day Desiccant - 10,000 cfm Each/Day January 2023 Page 6 of 13 Initial:______ DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Rate: $616.00 $300.00 $125.00 $220.00 $132.00 $38.50 $30.25 $17.55 $82.50 $410.00 $599.50 $797.50 $915.00 $1,100.00 $1,300.00 $1,550.00 $2,600.00 $5,500.00 $175.00 $143.00 $75.00 $300.00 $20.00 $125.00 $25.00 $16.00 $25.00 $155.00 $43.50 $25.00 $12.00 $42.50 $50.00 $125.00 $175.00 $125.00 $500.00 $300.00 $350.00 $125.00 Spider Box (With Cable)Each/Day Floor Scraper - Electric Each/Day Lighting - 100' String Lights Each/Day Demo Carts Each/Day DocuSketch™ or Matterport™ Imaging Cameras Each/Day Each/Day Generator Cable - 5 Band Personal Fall Protection (With Lanyard)Each/Day Scaffolding, Bakers (Per Section)Each/Day Lock-Out/Tag-Out Kit Each/Day Lighting - Tower Mobile Each/Day Lighting - Wobbles Each/Day Lighting - Demo Lights Each/Day Power Distribution, 100-200 Amp Each/Day Each/Day Generator - Portable Each/Day Generator - 100kW Each/Day Generator - 150kW Each/Day Generator - 300kW Each/Day Generator - 200kW Each/Day Each/Day Each/Day Generator - 500kW Generator - 1,000kW Schedule C: Equipment Equipment Description:Unit: Cable - 50 ft.Each/Day Airless Sprayer Each/Day Ozone Generator - Activated Oxygen Each/Day Hydroxyl Each/Day Each/Day Each/Day HVAC Cleaning Package (**) Cable - 100 ft. Each/Day Vehicle - Box Truck Each/Day HVAC Video Inspection Each/Day Odor Control Safety/Site Services Power Lighting - 50' String Lights Each/Day Generator - 20kW Each/Day Generator - 36kW Each/Day Cable Ramps Trailers/Vehicles Generator - 50kW Each/Day Vehicle - Trailer Each/Day Golf Cart/Gator Each/Day Vehicle - Onsite Recovery Trailer (53')Each/Day Vehicle - Semi-Tractor Each/Day Vehicle - Cargo/Passenger Van Each/Day Vehicle - Mobile Command Center Each/Day Vehicle - Auto/Pick-up January 2023 Page 7 of 13 Initial:______ DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Schedule C: Equipment Small Tools (See page 9) Shovels Trash Barrel Staple Guns Tool Kit (Mechanical) Tables Tape Gun Thermo Hygrometer Tool Box Spray Bottles/Triggers Squeegees Mobile Office Equipment (Laptops, Monitors, Printers, Scanners, Tablets, etc.) Smocks, Vests and T- Shirts Adjustable Wrenches/Pliers Bar - Flat Pry Electric Heaters < 15kw Barrel Pumps Gang Boxes Extension Cords Laundry cost for reuse of rags will be paid at cost plus 10%. Blades (Replacements) Fire Extinguishers Mop Buckets, Handles and WringersBolt Cutters First Aid Kits Flash Lights O2 Meters Brushes (All types) Fuel Cans Pallet Jacks (All types) Buckets (All types) Funnels Pump Sprayers (All types)Bulbs (Replacements) Dolly/Hand Truck Inventory Tags Scrapers SandersChalk/Chalk Line Saws (All types)Demo Tools Screw Drivers Drills/Drill Bit Set Ladders (All sizes) Moisture Meters Chain Saws Hammers Roto ZipsChairs Hand Sanitizer Cell Phones Generator Aux. Adapter Repair Kit - Hose, Airless, ElectricChains/Locks GFI Scraper Hog Rings Ice Chests Power Hand Tools Putty Knife Brooms Two Way or Portable Radios, Communication Devices Utility Knives Wheelbarrows Rope 50" (Nylon, Hemp) Unger Poles January 2023 Page 8 of 13 Initial:______ DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Labor Conditions: Safety officers – shall be charged as needed for the project and upon notification to client. Standard Rates – the rates on Page 1 are “standard rates” and apply during a standard 8-hour work day, Monday through Friday. Donning and doffing PPE and any necessary personnel decontamination will be charged actual time. Overtime Rates – will be billed for all labor classifications at the rate of 1.5 times the standard rate per hour for work performed on the same project in excess of 40 hours per week , or 8 hours per day and on weekends, as required by applicable law. Hours worked by personnel on the following holidays will be charged at 2 times the standard rate: New Year’s Day, Easter, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving, Christmas Eve and Christmas Day. If a state or local authority imposes more stringent overtime requirements, including holidays, those will apply. Other than performing Emergency Services, overtime must have adjuster approval. Mobilization/Travel – time for all personnel including, without limitation, managers, crew, labor subcontractors and other subcontractors will be billed portal to portal (office/warehouse to job site and return) at the rates set forth above. With a strong nationwide network, we will attempt to mobilize qualified personnel and equipment as near to the loss site as we can. Client is also responsible for the mobilization and return costs of vehicles, equipment and trailers over 75 miles one way. Stand-by – When circumstances beyond our control require personnel and/or equipment to be delayed from beginning or continuing work, the rates herein per hour will be charged for personnel and equipment, with a minimum of 6 hours for personnel, and all labor associated fees will apply. Prime Area Labor Rates – will be applied to projects within 75 miles from the center of the following areas: Chicago, Minneapolis, New York City, Washington, D.C. and within the entire states of Alaska, California, Colorado, Hawaii, Oregon, Washington and U.S. Territories. Prime Area Labor Rates may also apply during large national and region-wide extraordinary events, as declared by Servpro Industries. These include, but are not limited to: epidemics, pandemics, storms, catastrophes, hurricanes, floods, earthquakes, wildfires and tornadoes. Where labor availability is compromised and/or due to market conditions beyond our control. In the event where the above Prime Area Labor Rates are applied. The client will be notified in writing immediately. Prevailing and Union Wages – Labor is subject to prevailing wage, unionized labor and extraordinary local labor conditions. In such events, General Labor will be charged at presented invoice plus 35% or standard labor rate, whichever is greater. Small Tools Charge – of 3% applies to all labor of Supervisor and below that are assigned to the project full time and includes all listed items on Page 8. Subcontracted General Labor – includes outside labor services provided as needed for the scope of the project and will be charged at the rates above , plus all other applicable labor billable items including, but not limited to, per diem, small tools, vehicles, mileage, lodging, as set forth herein and as applicable to the project. Specialty and Licensed Trades – include but are not limited to electrical, plumbing, mechanical, roofers, engineers, architects, and other specialty trades, and will be charged at presented invoice plus 10% overhead and 10% profit. Labor Classifications and Rates – listed on Page 1 apply to personnel engaged to provide services. Whether regular full- time employees of SERVPRO franchisees, temporary labor engaged directly by SERVPRO franchises or personnel secured through a labor service or vendor source. We reserve the right to revise any of the rates herein upon written notice when the project is affected by market conditions beyond our control and/or availability, during large national and region-wide extraordinary events, as declared by Servpro Industries. These include, but are not limited to: epidemics, pandemics, storms, catastrophes, hurricanes, floods, earthquakes, wildfires and tornadoes. January 2023 Page 9 of 13 Initial:______ DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Remediation Supervisor – Has developed expertise through project experience and supervises the General Laborers (GL) to maintain quality production but does not participate in the physical completion of tasks, other than training and coaching the General Laborers performing the work. Technical Specialist – handles specific specialty restoration services or tasks, such as thermal imaging or 3D geospatial scans of a structure and is a technical advisor in specialty restoration services. Assistant Project Manager – executes the production plan (based on work orders and the direction of the Project Manager) by coordinating Restoration Supervisors (RS) and labor while assuring safety compliance and quality of production. Job Responsibility Examples: Job site inspection with PM; morning meeting with Restoration Supervisors; issue Daily Work Orders; morning line-up; on-going quality inspections; end-of-shift meeting with Restoration Supervisors; collect daily paperwork and review for accuracy; review end-of-shift paperwork with PM. Restoration Services Labor Descriptions: Project Coordinator – coordinates activities and assignments of designated projects to ensure that goals and objectives specified for the projects are accomplished. Job Responsibility Examples: Ensure Corporate Reporting (CLLD); Review Project Burn Reports; Review status of jobs in progress; inspect all projects in progress; assist with project scope and estimate as necessary; meet with Adjuster/Consultant/Insured to review progress and provide dispute resolution and job site inspections and all appropriate permits are in place, if applicable. Sr. Project Manager – for extremely large projects requiring multiple Project Managers, a Senior Project Manager draws communication responsibilities with the materially interested parties away from the PMs, so they can better focus on task completion and documentation of their assigned project. Job Responsibility Examples: Job site inspection; prepare daily work orders; morning meeting with PM's; oversee morning line-up; meeting with Project Clerical Administrator to review previous days paperwork and ensure insurance company receives proper documentation; meeting with Insured/Adjuster/Consultant to review progress; troubleshoot issues as necessary; complete daily checklist and job diary; review end of shift paperwork with APM for accuracy; daily meeting with PC; and ensures daily reporting to all stakeholders. Project Manager – directs all operations of a designated project and provides the primary single point of contact for all materially interested parties. The PM is accountable for the project's execution and completion. Job Responsibility Examples: Jobsite inspection; prepare Daily Work Orders; morning meeting with APM, HSO & RC; oversee morning line- up; meet with Project Clerical Administrator to review previous day's paperwork and ensure insurance company receives proper documentation; meet with Insured/Adjuster/Consultant to review progress; troubleshoot issues as necessary; complete Daily Checklist and Job Diary; review end-of-shift paperwork with APM for accuracy; daily meeting with PC and ensures daily reporting to all stakeholders. Health & Safety Officer – identifies, evaluates, and implements policy and procedures that affect health and safety aspects for all personnel on the jobsite. Job Responsibility Examples: Morning meeting with PM; morning Safety Meeting at line-up; continuous site inspections for safety infractions; ensure all safety boards are in place and satisfy all SERVPRO standards; incident reports as necessary; OSHA inspections as necessary; job site safety training, as necessary. January 2023 Page 10 of 13 Initial:______ DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Project Clerical Administrator – collects, compiles and validates all documentation and financial information for the project. Job Responsibility Examples: attending the morning meeting with PM to review previous day’s paperwork; data entry for all paperwork into Time and Materials Management (T&M) Software; reconcile invoices to tickets. General Labor – perform labor tasks and are capable of using basic hand tools. Resource Coordinator/Supply Supervisor – identifies, negotiates and secures needed resources including labor, equipment, and subcontractors. Job Responsibility Examples: Morning meeting with PM; purchase subcontractor services as requested by PM; issue purchase orders as requested by PM; oversee subcontractor services; general site services oversight; evening meeting to review daily paperwork with PM. Management Fee – is charged for supervising and training labor provided by the customers employee pool. At times we are asked or required to utilize the customers employees to utilize certain task and this fee is a per employee supervisor fee. Project Consultant/Estimator – may be billed at the request or the invitation of a customer/client to provide consulting services, including detailed estimates on third party projects. Content Inventory Supervisor – is responsible for tracking and documenting all aspects of the contents handling and processing on a project. This supervisor will manage teams within the structure/project and audit documentation and reports and provide them on a daily basis for the project file. Restoration Services Labor Descriptions: CDL Driver – is responsible for transportation involving vehicles that require CDL license. Restoration Technician – performs skilled restoration tasks. Skilled Labor – has developed expertise through project experience such as boarding up structures, the building temporary walls, erecting containment, and making precision cuts to building materials. This may also include the operation of specialty equipment (i.e. power tools, forklifts, and specialty restoration equipment) and work performed at high risk or height and providing specialized content packing and handling. Remediation Technician – performs skilled production tasks and has training to work in specialized environments which may require additional PPE, safety gear. and communication techniques. Restoration Supervisor – Has developed expertise through project experience and supervises all labor classifications to ensure quality production but does not participate in the physical completion of tasks, other than training and coaching the those performing the work. January 2023 Page 11 of 13 Initial:______ DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Consumables Conditions: **Desiccant Package Unit – 5k Desiccant, 150kW Generator, Fuel Cell, Trailer, Distro Panel, Flex Duct/1 set, Power Cables/1 set. CAT - Off-Site Logistical/Mobilization Support – services include, without limitation, off-site management, mobilization of project office, communication support, specialty office equipment/supplies, technicians, administrative support staff, other costs of project support and administrative allowances that support field operations before and after the project start/completion date, which will be billed at 3% of the total charges for the project, excluding only reimbursables expenses, subcontractor invoices and third party vendor invoices. This should only be considered in a large national and region-wide extraordinary events, as declared by Servpro Industries. These include, but are not limited to: epidemics, pandemics, storms, catastrophes, hurricanes, floods, earthquakes, wildfires and tornadoes. Written approval from the client and Servpro Industries Commercial Large Loss Division is required. Client will be notified of non-scheduled consumables needed for the project, which will be charged at presented invoice plus 10% overhead and 10% profit. Equipment Conditions: Daily Rate – is charged for each calendar day equipment is utilized on a project, whether partial or full day. Quick Pay Discount – for full payment made within 30 days of invoice applies as follows: ● Weekly rate of the first 5 consecutive days of the same week (no charge for last 2 days), and ● Monthly rate of 3 consecutive weeks (21 Days) of a monthly period (no charge for the fourth/last week). Vendors – for on-site services, such as fencing, porta johns, dumpsters and office trailers will be charged at presented invoice plus 10% overhead and 10% profit. **HVAC Cleaning Package – Negative Air Machine, Compressor, Portable Cleaner, and WIP Kit. Generators – will have a minimum charge of 1 daily rate plus all costs incurred if power is restored upon or prior to arrival, or client cancels generator order. Service Provider makes no guarantee on timelines for generator availability during a catastrophic event or other circumstances beyond our control. Fuel – scheduled prices do not include fuel or fuel delivery, which will be charged at presented invoice plus 10% overhead and 10% profit. Ordered, Purchased and Unscheduled (additional) Equipment – Client will be notified of any additional equipment needed for the project and rented from third parties or purchased, which will be charged at presented invoice plus 10% overhead and 10% profit, with minimum of 1 day rental, plus any related charges including, without limitation, transportation and fuel as set forth herein. Equipment Transportation – will be billed for delivery to project site and return by 3rd party vendors at presented invoice plus 10% overhead and 10% profit. Transportation provided by Service Provider staff will be invoiced at scheduled rates herein. We may add additional consumables, materials and corresponding rates to this schedule as needed for individual projects upon written notice which will be charged at presented Invoice plus 10% overhead and 10 % profit. January 2023 Page 12 of 13 Initial:______ DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Provider is an independently owned and operated SERVPRO franchise. City, State and Zip: d/b/a SERVPRO® of: Date: Client's Signature:Provider's Signature: Project Address: Client Printed Name:Franchise Legal Name: Invoices – will be submitted periodically for work that has been performed on larger projects as mutually agreed. The final invoice shall be submitted within 30 days of project completion, unless delayed by events beyond our control. All invoices are due and payable upon receipt and will be deemed late 30 days after receipt. If there are any disputed charges on any invoices, these must be clearly identified in writing within 30 days of receipt of invoice; provided, however, that any amounts not disputed in good faith must be paid within 30 days of receipt of invoice. Both parties shall use best efforts to resolve any such disputed amounts within 30 days after written notice. Interest charges will begin to accrue after 30 days of receipt of invoice for undisputed amounts and 90 days for such disputed amounts at the rate of 1% per month or the maximum amount allowed by law, whichever is lower. Client agrees to pay Service Provider’s attorney’s fees for cost of collections. Bonding – may be applicable upon mutual agreement and will be invoiced at 5% of project. Other Servpro franchisees – Client acknowledges and agrees that other Servpro franchisees may be utilized to provide necessary services; provided, however, the undersigned Provider shall be responsible for their performance and shall make payment once received from Client. Scope – Upon arrival on site, Provider will assess the loss and begin Emergency Services, which are those needed, recommended and approved to stabilize the environment/property and help prevent additional damage. Service Provider will use best efforts to communicate a preliminary scope within 72 to 96 hours after on-site arrival, subject to supplements, revisions and change orders as circumstances and later discoveries indicate. General Conditions: Mobilization/Travel – for projects over 75 miles one way will be charged to project and return as follows: hotel at presented invoice; per diem at $60 per person per day; rented vehicles at presented invoice; airfare at presented invoice; transportation for equipment and materials utilized for the benefit of the project at presented invoice; meals for general labor at cost. All of the above will be charged at presented invoice plus 10% overhead and 10% profit. Taxes – the rates herein are exclusive of federal, state and local sales, use or similar taxes, which will be separately itemized in the invoice and paid by Client. Permits – the rates herein do not include permit costs and fees, which will be billed with 10% overhead and 10% profit added. January 2023 Page 13 of 13 DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton Ethics Code, Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5 SBM PREMIER SERVICES, LLC dba SERVPRO OF DENTON EXHIBIT G X 10/16/2023 Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: C2989D4C-965D-41C7-865D-4633CCD57FF5Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Certificate Of Completion Envelope Id: C2989D4C965D41C7865D4633CCD57FF5 Status: Completed Subject: Please DocuSign: City Council Contract 8324 Emergency Water, Fire, Storm Damage Removal Services Source Envelope: Document Pages: 45 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 10/10/2023 11:04:35 AM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 10/10/2023 11:09:01 AM Viewed: 10/10/2023 11:09:08 AM Signed: 10/10/2023 11:10:28 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 10/10/2023 11:10:31 AM Viewed: 10/10/2023 12:19:08 PM Signed: 10/10/2023 12:19:49 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 10/10/2023 12:19:53 PM Viewed: 10/16/2023 12:21:21 PM Signed: 10/16/2023 12:24:32 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jeff A. Stokes jstokes@servpro10676.com Managing Partner Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 66.69.188.58 Signed using mobile Sent: 10/16/2023 12:24:37 PM Viewed: 10/16/2023 2:05:42 PM Signed: 10/16/2023 2:47:50 PM Electronic Record and Signature Disclosure: Accepted: 10/16/2023 2:05:42 PM ID: 88e5beab-fbee-4b83-b446-aee3f0049743 Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Signer Events Signature Timestamp Tom Gramer tom.gramer@cityofdenton.com Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 10/16/2023 2:47:53 PM Viewed: 10/16/2023 2:49:55 PM Signed: 10/16/2023 2:50:21 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 10/16/2023 2:50:25 PM Viewed: 11/8/2023 8:49:59 AM Signed: 11/8/2023 8:50:21 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: 11/8/2023 8:50:24 AM Viewed: 11/8/2023 8:59:11 AM Signed: 11/8/2023 8:59:25 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/8/2023 8:59:28 AM Viewed: 11/8/2023 10:23:18 AM Signed: 11/8/2023 10:24:58 AM Electronic Record and Signature Disclosure: Accepted: 11/8/2023 10:23:18 AM ID: 7e369994-06f1-4e83-9aa3-d4845c9750ec 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: 10/10/2023 11:10:31 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 10/16/2023 2:50:25 PM Viewed: 10/17/2023 10:49:48 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 11/8/2023 10:25:01 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign David Moore david.moore@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 11/8/2023 10:25:02 AM Electronic Record and Signature Disclosure: Accepted: 11/1/2023 8:59:28 AM ID: f53d7b22-909e-4ed0-82d9-7fba052cc8da Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/10/2023 11:09:01 AM Certified Delivered Security Checked 11/8/2023 10:23:18 AM Signing Complete Security Checked 11/8/2023 10:24:58 AM Completed Security Checked 11/8/2023 10:25:02 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 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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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Jeff A. Stokes, Jesus Salazar, David Moore Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 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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Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 H3 Restoration, LLC (DBA Servpro of Denton) 1/11/2025 City of Denton, Cheyenne Defee, Procurement Administrator X X X X Not applicable CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 Docusign Envelope ID: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Certificate Of Completion Envelope Id: 09A6CB20-B223-47BE-B8C4-EDF122C78C71 Status: Completed Subject: Please DocuSign: Assignment of Contract for 8324 - Emergency Services Source Envelope: Document Pages: 55 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 Cheyenne Defee AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cheyenne.defee@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 12/18/2024 3:41:26 PM Holder: Cheyenne Defee cheyenne.defee@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Jeff Stokes jeff@jeffastokes.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 108.76.89.114 Signed using mobile Sent: 12/20/2024 11:03:53 AM Resent: 12/30/2024 11:09:28 AM Resent: 1/7/2025 2:16:49 PM Resent: 1/10/2025 9:32:55 AM Viewed: 1/10/2025 10:02:03 AM Signed: 1/10/2025 10:02:16 AM Electronic Record and Signature Disclosure: Accepted: 1/10/2025 10:02:03 AM ID: a3f5b7cf-ca13-4808-a3c8-620cf733bc59 Kristin Cossey kcossey@servpro12192.com H3 Restoration, LLC (DBA Servpro of Denton) Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 108.196.234.233 Signed using mobile Sent: 1/10/2025 10:02:18 AM Viewed: 1/10/2025 10:10:16 AM Signed: 1/11/2025 9:44:47 AM Electronic Record and Signature Disclosure: Accepted: 1/10/2025 10:10:16 AM ID: 36b23a2a-d0b2-4847-b62e-0da4d3b0aefa 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: 1/11/2025 9:44:50 AM Viewed: 1/13/2025 8:27:27 AM Signed: 1/13/2025 8:27:57 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: 1/13/2025 8:27:59 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Kristin Cossey kcossey@servpro12192.com H3 Restoration, LLC (DBA Servpro of Denton) Security Level: Email, Account Authentication (None) Sent: 1/13/2025 8:28:00 AM Electronic Record and Signature Disclosure: Accepted: 1/10/2025 10:10:16 AM ID: 36b23a2a-d0b2-4847-b62e-0da4d3b0aefa Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/20/2024 11:03:53 AM Envelope Updated Security Checked 12/30/2024 11:09:27 AM Certified Delivered Security Checked 1/13/2025 8:27:27 AM Signing Complete Security Checked 1/13/2025 8:27:57 AM Completed Security Checked 1/13/2025 8:28:00 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Jeff Stokes, Kristin Cossey, Kristin Cossey How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? 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Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.