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8582 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Yes 8582RFP SUBSTATION POWER TRANSFORMERS Crystal Westbrook JANUARY 14, 2025 JANUARY 14, 2030 24-2576 Contract 8582 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND WEG TRANSFORMERS USA LLC (Contract # 8582) THIS CONTRACT is made and entered into this date _______________________, by and between WEG Transformers USA LLC, a Georgia limited liability company, whose address 6350 WEG Drive, Washington, MO 63090, 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 services in accordance with the City’s RFP #8582 Substation Power Transformers, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s RFP 8582 (the “Solicitation”) (Exhibit “B” on file at the office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Certificate of Interested Parties Electronic Filing (Exhibit “D”); (e) Insurance Requirements (Exhibit “E”); (f) Contractor’s Proposal (“Contractor’s Offer”) (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 Contract, 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 Contract. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 1/15/2025 Contract 8582 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 Contract. 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 Contract, 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 this 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 Section 2252 of the Texas Government Code restricts City from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this Contract, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this Contract and will not become ineligible to receive payments under this Contract 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 2275, 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. IN WITNESS WHEREOF, the parties of these presents have executed this Contract in the year and day first above written. Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 CONTRACTOR BY: ______________________________ AUTHORIZED SIGNATURE Printed Name:________________________ Title: _______________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER ATTEST: CITY OF DENTON, TEXAS LAUREN THODEN, CITY SECRETARY BY: __________________________________ BY: _____________________________ SARA HENSLEY CITY MANAGER APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ THIS CONTRACT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 2024- pjames@weg.net 6364328035 December 19 VP WEG Transformers Phillip K. James Antonio Puente, Jr. DME General Manager Electric Contract 8582 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $24,890,000. Pricing shall be per Exhibit F attached. 2. The Quantities The quantities indicated on Exhibit F are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price per transformer unit. Individual purchase orders will be issued on an as needed basis. 3. Contract Terms The contract term will be three (3) years, 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 continue for the contract term from the date of award by City Council. The Supplier’s request to not renew the contract at the end of the initial term must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date. Upon agreement of the parties, the Contract may be further extended as needed, not to exceed a total of six (6) months. 4. Price Escalation and De-escalation Price adjustment as included in Contractor’s Offer. 5. 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. The aggregate amount of liquidated damages shall be capped at ten percent (10%) of the price for the delayed goods or services. 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: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 Exhibit B City of Denton RFP 8582 City of Denton RFP 8582 on file at the office of the City Purchasing Agent Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Contractor . No Terms and Conditions contained in the seller’s or Buyer’s purchase order, online information, 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, and 21 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, and 22 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 or Exhibit A, this Contract shall be effective as of the date this 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 Solicitation or Contractor’s Offer, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor’s name and address, (b) the City’s name, address, 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. Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 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 Solicitation or Contractor’s Offer. Unless otherwise stated in the Contractor’s Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The place of delivery shall be that set forth in the purchase order unless otherwise agreed by the parties. The City shall be responsible for providing free and clear access for Seller to deliver goods to, and perform field assembly and testing at, named destination. Clear access includes appropriate roads to transport goods and cranes alongside the transformer pad with clearance to offload, assemble, and test goods free from obstructions, structures, energized lines, or other equipment. 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. REPLACEMENT OF DEFECTIVE TENDER: Every tender of 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 commence repair or replace the non-complying tender within 10 days from notice of non-conformity by the City. 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. 9. PLACE AND CONDITION OF WORK: This paragraph only applies to the purchase of services to be primarily performed at the City’s premises or on City property/right-of-way. 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. Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 10. WORKFORCE This paragraph only applies to the purchase of services to be primarily performed at the City’s premises or on City property/right-of-way. 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 (1) while engaged in, participating, or responding to a solicitation; or (2) while in the course and scope of delivering goods or services under a City of Denton contract; or (3) 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. 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, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City’s prior written consent. IMMIGRATION: THE CONTRACTOR REPRESENTS AND WARRANTS THAT IT SHALL COMPLY WITH THE REQUIREMENTS OF THE IMMIGRATION REFORM AND CONTROL ACT OF 1986 AND 1990 REGARDING EMPLOYMENT VERIFICATION AND RETENTION OF VERIFICATION FORMS FOR ANY INDIVIDUALS HIRED ON OR AFTER NOVEMBER 6, 1986, WHO WILL PERFORM ANY LABOR OR SERVICES UNDER THE CONTRACT AND THE ILLEGAL IMMIGRATION REFORM AND IMMIGRANT RESPONSIBILITY ACT OF 1996 (“IIRIRA) ENACTED ON SEPTEMBER 30, 1996, AND SHALL INDEMNIFY AND HOLD THE CITY HARMLESS FROM ANY ACTION ARISING RELATED THERETO. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: This paragraph only applies to the purchase of services to be primarily performed at the City’s premises or on City property/right-of-way. The Contractor, its Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules, and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. THE CONTRACTOR SHALL INDEMNIFY AND HOLD THE CITY HARMLESS FROM AND AGAINST ALL CLAIMS, DEMANDS, SUITS, ACTIONS, JUDGMENTS, FINES, PENALTIES AND LIABILITY OF EVERY KIND ARISING FROM THE BREACH OF THE CONTRACTOR’S OBLIGATIONS UNDER THIS PARAGRAPH. Environmental Protection: The Contractor shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices on each purchase order in accordance with the agreed upon milestone payments. 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, invoice date, the purchase order number, and the master agreement number if applicable, the payment milestone represented Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 by the invoice, 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 Contractor’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 within thirty (30) days of the execution of the Contract. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable – accountspayable@cityofdenton.com. Approved invoices will be paid within thirty (30) calendar days of the invoice being received in Accounts Payable. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, including, but not limited to, those in Paragraph D , below, 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 such shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due to 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 liquidated damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, all required attachments, and supporting documentation; or E. Notice is hereby given to any awarded firm who is in arrears to the City for delinquent taxes of any kind or otherwise indebted to the City that the City shall be entitled to counterclaim and/or offset against any such debt, claim, demand, or account owed to the City through payment withholding until the debt is paid in full, and no assignment of such debt, claim, demand, or Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 account after the said taxes or debt are due shall affect the right of the City to offset the said taxes or debt against same. 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. Reserved. 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 Documents. During the term of this Contract, the Contractor shall bill and the City shall reimburse Contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the Contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. Intentionally Omitted. 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 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 or those which arise from the City’s continuing obligations under the Contract during the warranty period. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Contractor’s 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 Contractor agrees that the City shall, until the expiration of five (5) years after final payment under this Contract unless required to be retained for longer under applicable law, have electronic access to, as available, and the right to examine all books, records, and computations pertaining to this Contract; provided that if an audit is in progress or audit findings are yet unresolved, records shall be kept until all audit tasks are completed and resolved. If necessary, the City shall have the right to audit and make copies of the books, records, and computations pertaining to the Contract. These books, records, documents, and other evidence shall be available, within ten (10) business days of written request. 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. Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 B. The Contractor further agrees to include in all its subcontracts hereunder a provision to the effect that the Subcontractor, material supplier, or other payee agrees that the City shall, until the expiration of five (5) years after final payment under the subcontract unless required to be retained for longer under applicable law, have electronic access to, as available, and the right to examine all books, records, documents, and other evidence of the Subcontractor, material supplier, or other payee involving transactions relating to the subcontract. If necessary, the City maintains the right to photocopy any physical books, documents, papers, and records of the subconsultant involving transactions relating to the subcontract. 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. C. 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; provided the Seller fails, within fifteen (15) days after its receipt of reasonably detailed written notice of the breach, to commence and continue diligently to cure such breach. 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. Intentionally Omitted. B. For all Subcontractors, 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 Documents, 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 in accordance with the contract between Contractor and Subcontractor. Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 19. WARRANTY-PRICE: A. The Contractor certifies that the prices in the Contractor’s Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. 20. WARRANTY – TITLE: THE CONTRACTOR WARRANTS THAT IT HAS GOOD AND INDEFEASIBLE TITLE TO ALL DELIVERABLES FURNISHED UNDER THE CONTRACT, AND THAT THE DELIVERABLES ARE FREE AND CLEAR OF ALL LIENS, CLAIMS, SECURITY INTERESTS, AND ENCUMBRANCES. THE CONTRACTOR SHALL INDEMNIFY AND HOLD THE CITY HARMLESS FROM AND AGAINST ALL ADVERSE TITLE CLAIMS TO THE DELIVERABLES PRIOR TO AND AT THE TIME OF TENDER OF DELIVERY. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that during the warranty period, all deliverables sold the City under the Contract shall be free from defects in design, workmanship, or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Contract Documents, 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. In addition, Contractor warrants that the goods sold to City shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA). In the event the product does not conform to OSHA standards, City may return the product for correction or replacement at the Contractor’s expense. In the event Contractor fails to make the appropriate correction within a reasonable time, correction made by City will be at Contractor’s expense. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude, or disclaim the foregoing warranty; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract or required by the Solicitation, the warranty period shall be at least one (1) year from the date of acceptance of the deliverables, not to exceed eighteen (18) months from the date of delivery, or one (1) year 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 correct the defect in accordance with, and subject to, the warranty as stated in Exhibit F. 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; provided the notice is given within thirty (30) days of the end of the applicable warranty period. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then 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 Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that upon completion of the services, all services to be provided to 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, 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 (1) year from the date of acceptance of the work. 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 and subject to, the warranty as stated in Exhibit F. 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; provided the notice is given within thirty (30) days of the end of the applicable warranty period. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. Intentionally Omitted. 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 (being a minimum of 15 days) 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: A. 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 and fails, within fifteen (15) days after its receipt of reasonably detailed written notice of the breach, to commence and continue diligently to cure such breach, (b) fails to provide adequate assurance of performance under Paragraph 244, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) knowingly 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 pursuant to Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 Paragraph 26, 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/or any offer submitted by the Contractor may be disqualified for up to three (3) years. Unless otherwise specifically stated in the Contract, all rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. The requirements of Subchapter J, Chapter 552 of the Texas Government Code, may apply to this Contract and the Contractor agrees that the Contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause and/or for convenience 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 City shall pay the Contractor the cancellation charges as included in Contractor’s Offer. The City reserves all rights, causes of action, and remedies available under law or in equity with respect to any dispute under this Contract and a termination under this provision does not waive such rights, causes of action, and remedies. 29. FRAUD: Fraudulent statements by the Contractor in any offer, Contract Document, 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 53. 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, but not limited to, acts of God, fire, floods, earthquakes, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, pandemics, epidemics, local disease outbreaks, public health emergencies, federal, state, or municipal action or regulation, or any other cause beyond the reasonable control of such party. In the event of default or delay in Contract performance due to any of the foregoing causes, then the time for completion of the deliverables 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. The affected party shall immediately notify the other party 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 Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 circumstances causing the non-performance or delay in performance. 31. TIME OF COMPLETION AND LIQUIDATED DAMAGES: Contractor agrees and acknowledges that completing the services and/or delivering the goods described in this Contract in a timely manner is very important to the City. Contractor agrees to perform all obligations within the timeframes required. As it is impracticable and extremely difficult to fix the actual damages, if any, that may proximately result from a failure by Contractor to provide the goods or perform the service, should Contractor fail to timely perform its obligations, Contractor agrees to pay to City, or have withheld and offset from monies due it, the amount stated in the Contract Documents as liquidated damages for each month of delay or nonperformance. Any sums due and payable hereunder by the Contractor shall be payable, not as a penalty, but as liquidated damages representing an estimate of delay damages likely to be sustained by the City, estimated at the time of executing this Contract. Execution of the Contract shall constitute agreement by the City and Contractor that said amount is the minimum value of the costs and actual damage caused by the Contractor’s failure to timely perform. Adjustments to the contract times can only be made as provided in the Contract Documents and any conditions or specifications referenced therein. 32. INDEMNITY: A. Definitions: i. “Indemnified Claims” shall include any and all third party 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; and/or (2) death, bodily injury, illness, disease, worker’s compensation, loss of services, or loss of income or wages to any person, 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, INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR’S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 33. LIMITATION OF LIABILITY: A. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR LOST USE OR PRODUCTION OR PRODUCTIVITY, WHETHER CHARACTERIZED AS DIRECT OR CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR OTHERWISE. NEITHER PARTY SHALL BE LIABLE FOR ANY OTHER CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, WHETHER SIMILAR TO OR DISSIMILAR TO THE DAMAGES REFERENCED Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 ABOVE, ARISING FROM OR RELATING TO THE CONTRACT OR THE DEALINGS OF THE PARTIES TO THE CONTRACT, WHETHER SUCH LIABILITY IS BASED OR CLAIMED TO BE BASED UPON ANY NEGLIGENCE OR OTHER ACT OR OMISSION, BREACH OF CONTRACT, BREACH OF DUTY (STATUTORY OR OTHERWISE) OR DEFAULT WHATSOEVER, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS PARAGRAPH IS INTENDED TO BE INDEPENDENT FROM THE EXCLUSIVE REMEDIES SET FORTH IN THIS CONTRACT, AND IT SHALL SURVIVE ANY DETERMINATION THAT SUCH REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. B. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, SELLER’S TOTAL LIABILITY FOR ALL CLAIMS OF ANY KIND, WHETHER BASED UPON CONTRACT, TORT (EXCEPT GROSS NEGLIGENCE OR INTENTIONALLY WRONGFUL ACTS OTHER THAN BREACH), OR OTHERWISE, FOR ANY LOSS OR DAMAGE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OR BREACH OF THE CONTRACT SHALL IN NO EVENT EXCEED THE INSURANCE POLICY LIMITS OF ONE MILLION DOLLARS ($1,000,000). 34. INSURANCE: The Contractor shall procure and maintain insurance of the types outlined in the Insurance Exhibit attached hereto, if applicable. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. B. Specific Coverage Requirements: Specific insurance requirements are contained in the Solicitation and the Insurance Exhibit. 35. 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 thirty (30) 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. 36. 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, electronic mail, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer (with all legal notices requiring a copy to: WEG Electric Corp., 6655 Sugarloaf Pkwy., Duluth, GA 30097, Attn: General Counsel), 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. 37. 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 Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 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. The requirements of Subchapter J, Chapter 552 of the Texas Government Code, may apply to this Contract and the Contractor agrees that the Contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 38. INDEMNIFICATION AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that 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’ USE OF THE DELIVERABLES INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 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. THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS CONTRACT. With respect to infringement claims, Seller’s indemnity obligations shall not apply to: (x) any other equipment or processes provided by Seller that Buyer or others have modified or combined with other equipment or processes; (y) any patent issued after the date of the Offer; or (z) any infringement claim settled or otherwise terminated without the prior written consent of Seller. As conditions precedent to Seller’s indemnity obligations, the party seeking indemnification shall: (i) provide prompt written notice of any claim subject to indemnity; (ii) cooperate in all reasonable respects with the indemnifying party and its legal counsel in the defense of such claim; and (iii) not settle such claim without the indemnifying party’s prior written consent. The indemnified party may engage its own legal counsel at its own expense. The indemnifying party shall have exclusive control over the defense of any indemnified matter, but the indemnifying party may not settle any claim hereunder without the indemnified party’s prior written consent if such settlement involves admission of responsibility by the indemnified party. If the goods are held to infringe on any third party’s intellectual property rights, or the practice of any process using the goods is finally enjoined, Seller shall, at its option and expense, either: (i) procure for Buyer the right to continue using said goods; (ii) modify or replace the goods with non-infringing goods; (iii) with Buyer’s assistance, modify the process so that it becomes non- infringing; or (iv) accept return of the goods and refund the purchase price allocable to the infringing goods. THE FOREGOING REMEDY SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT. 39. CONFIDENTIALITY: In order to provide the deliverables to the City, the parties may require access to certain of each other’s and/or its licensors’ confidential information (including Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the disclosing party or its licensors consider confidential) (collectively, “Confidential Information”). The receiving party acknowledges and agrees that the Confidential Information is the valuable property of the disclosing party and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the disclosing party and/or its licensors. The receiving party (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 disclosing party or in a manner not expressly permitted under this Contract, 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 receiving party promptly notifies the disclosing party before disclosing such information so as to permit the disclosing party reasonable time to seek an appropriate protective order. The receiving party agrees to use protective measures no less stringent than the receiving party 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. Contractor acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. All material submitted by Contractor to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code. 40. OWNERSHIP AND USE OF DELIVERABLES: The goods and services are not “works made for hire” under applicable laws, and Seller does not convey any ownership interest or license to any intellectual property owned or developed by Seller except as may be expressly set forth in writing in each instance. Unless otherwise specified in this Contract, all data, information, software, processes, programs, designs, drawings, manuals and other materials produced in the performance of this Contract shall be owned by Seller. The City is granted for itself and others acting on its behalf a royalty free, nonexclusive, irrevocable, worldwide license for the City to utilize such materials for the use, operation, maintenance, repair and removal of the deliverable provided hereunder (“Purpose”), and the City shall have the right to distribute, translate, duplicate and perform and such material in order to accomplish such Purpose. Seller agrees not to include in the products or services provided pursuant to this Contract any material or information patented or copyrighted by others without first obtaining at no additional cost to the City such a license therefor for the benefit of the City. 41. Intentionally Omitted. 42. 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 necessary to comply with proper requests for information from an authorized representative of the federal, State, or local government. Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 43. 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. 44. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 45. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: The Contractor agrees to comply with the conflict of interest provisions of the City of Denon Code of Ordinances and/or State law. 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 codified at Chapter 2, Article XI and in the City Charter Section 14.04, as amended. 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. The Contractor agrees to maintain current, updated disclosure of information on file with the Procurement Department throughout the term of this Contract. 46. NO SUBCONTRACTING BID AFTER AWARD: Following the award of the Contract, no subcontracting except that related to transportation and field services will be permitted without the express prior written consent of the City. 47. NO GIFT OF PUBLIC PROPERTY: The City will not agree to any terms or conditions that cause the City to lend its credit or grant public money or anything of value to the selected Contractor. 48. 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 Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 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 Contract. The Contractor is expressly free to advertise and perform services for other parties while performing services for the City. 49. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and enure 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 Contractor 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. 50. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 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. 51. 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 submitted to the City by Contractor or on any City purchase order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 52. 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. Acceptance or acquiescence in a course of performance rendered under this Contract shall not be relevant to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. 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. Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 53. 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, however any decision requiring approval of the City Council of the City will be required to be submitted to the City Council and the senior level person shall have authority to recommend approval of any resolution. 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. C. The parties shall not be required to submit to binding arbitration. 54. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. 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 a party to seek and secure injunctive relief from any competent authority as contemplated herein. 55. 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. Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 56. HOLIDAYS: The following holidays are observed by the City (“City of Denton Holidays”): New Year’s Day (observed) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veteran’s Day Thanksgiving Day 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. 57. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, unless specifically stated otherwise, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract for ten (10) years. 58. 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 Contractor 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. 59. EQUAL OPPORTUNITY Contractor agrees that during the performance of its contract it will: A. Treat all applicants and employees without discrimination as to race, color, religion, sex, national origin, marital status, age, or handicap. B. Identify itself as an “Equal Opportunity Employer” in all help wanted advertising. The Contractor shall be advised of any complaints filed with the City alleging that Contractor is not an Equal Opportunity Employer. The City reserves the right to consider its reports from its human relations administrator in response to such complaints in determining whether or not to terminate any portion of this contract for which purchase orders or authorities to deliver have not been included, however, the Contractor is specifically advised that no Equal Opportunity Employment complaint will be the basis for cancellation of this contract for which a purchase order has been issued or authority to deliver granted. C. Americans with Disabilities Act (ADA) Compliance: No Contractor, or Contractor’s agent, Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 60. Intentionally Omitted. 61. RIGHT TO INFORMATION: Subject to the requirements of this Contract, 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. 62. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 63. 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). 64. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The Contractor or supplier shall comply with all State, federal, and local laws and requirements. The Contractor 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; and (iii) Chapter 552 of the Texas Government Code, which outlines policy for public information. The Contractor shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 65. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Contractor shall demonstrate on- site compliance with the provisions of federal law dealing with issuance of Form W-2’s to common law employees. Contractor is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Contractor shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Contractor 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 Contractor’s omission or breach of this Section. 66. ATTORNEY’S FEES; LEGAL COSTS: Contractor and City agree that the City will not be required to pay Contractor’s attorney’s fees or legal costs under any circumstances, unless expressly required by law. 67. DRUG FREE WORKPLACE: The Contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the Contractor shall comply Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 68. CONTRACTOR LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Contractor shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Contractor and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Contractor shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 69.Intentionally Omitted. 70. Intentionally Omitted. 71. 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. 72. RECORDS RETENTION: The Contractor shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Contractor shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor’s Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Contractor shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. In the event the value of this Contract is One Million ($1,000,000) Dollars or greater: (i) all contracting information related to this contract will be preserved for the duration of the Contact; (ii) the Contractor shall provide any contracting information in its possession promptly upon request by the City; and (iii) at the expiration of this Contract, the Contractor will either provide all contracting information in its possession to the City or preserve same as required by the record retention requirements of the State of Texas. 73. PROCUREMENT LAWS: The City will not agree to any terms or conditions that cause the City to violate any federal, State, or local procurement laws, including its own Charter or Procurement Policy and any such laws included in boilerplate terms, online terms or other terms provided by the Contractor are considered null and void. 74. AUTHORITY: Each party represents and warrants to the other that (a) it has authority to execute and perform this Contract; (b) executing this Contract does not constitute a material conflict with, breach, or default under any applicable law, its respective organizational documents, or any documents, agreements, contracts or instruments which are binding upon it; and (c) this Contract creates valid, legal, and binding obligation enforceable against it, subject to applicable insolvency and bankruptcy laws. Each party recognizes and agrees that a violation of this provision constitutes a material breach under this Contract. Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the Contract is awarded, in accordance with Government Code 2252.908. The Contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 Exhibit E INSURANCE REQUIRMENTS SECTION A. INSURANCE COVERAGE REQUIRED Subject to CONTRACTOR’S right to maintain reasonable deductibles, CONTRACTOR, or the applicable Subcontractor, shall obtain and maintain in full force and effect for the duration of its engagement with the CITY and any extension hereof, at CONTRACTOR’S sole expense, insurance coverage in the following type(s) and amounts: 1. WORKERS’ COMPENSATION and EMPLOYERS’ LIABILITY If CONTRACTOR’S employees will be performing services under the contract at a CITY owned facility, then, Workers’ Compensation within the regulations of the Texas Workers’ Compensation Act. The policy limits for Employers Liability are: Bodily Injury by Accident: $500,000.00 Each Accident Bodily Injury by Disease: $500,000.00 Each Employee Bodily Injury by Disease: $500,000.00 Policy Limit The policy shall include: a) An endorsement to waive subrogation in favor of the City of Denton, its officers, employees and elected representatives, for bodily injury (including death) or any other loss. b) An endorsement to provide thirty (30) days prior written notice in the event of cancellation to the address as shown in Section C, a (i) and (ii), or in accordance with Section 1811.155 of the Texas Insurance Code, Notice of Cancellation in accordance with the Notice of Insured in the policy for cancellation due to non-payment of premium. NOTES: i. 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. ii. 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. 2. BUSINESS AUTOMOBILE LIABILITY INSURANCE If vehicles will be used in the performance of services under the contract, then, Business Automobile Liability Insurance covering owned, hired, and non-owned vehicles, with a combined single limit for bodily injury (including death) and property damage limit of $1,000,000.00 per occurrence. The policy shall include a) An endorsement naming the City of Denton and its officers, employees and elected representatives as additional insureds. b) An endorsement to waive of subrogation in favor of the City of Denton, its officers Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 and employees, for bodily injury (including death), property damage or any other loss. c) An endorsement to provide thirty (30) days prior written notice in the event of cancellation to the address as shown in Section C, a (i) and (ii), or in accordance with Section 1811.155 of the Texas Insurance Code, Notice of Cancellation in accordance with the Notice of Insured in the policy for cancellation due to non-payment of premium. d) Provide that CONTRACTOR’S insurance is primary insurance as respects the CITY, its officers, employees and elected representatives. NOTE: i. If CONTRACTOR has no 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 letter on official letterhead stating such to meet the requirement for owned autos. 3. 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 combined bodily injury (including death) and property damage limits of $1,000,000.00 per occurrence, $2,000,000.00 general aggregate. The policy shall include: a) An endorsement naming the City of Denton and its officers, employees and elected representatives as additional insureds. b) An endorsement to waive subrogation in favor of the City of Denton, its officers and employees, for bodily injury (including death), property damage or any other loss. c) An endorsement to provide thirty (30) days prior written notice in the event of cancellation to the address as shown in Section C, a (i) and (ii), or in accordance with Section 1811.155 of the Texas Insurance Code, Notice of Cancellation in accordance with the Notice of Insured in the policy for cancellation due to non-payment of premium. d) Provide that CONTRACTOR’S insurance is primary insurance as respects the CITY, its officers, employees and elected representatives. e) If this insurance is written on a claims-made form, coverage shall be continuous (by renewal or extended reporting period) for not less than twenty-four (24) months following completion of the contract and acceptance by the City. Coverage, including any renewals, shall have the same retroactive date as the original policy. 4. 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 limits of $1,000,000.00 per claim, $2,000,000.00 annual aggregate. The policy shall include: Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 a) An endorsement to provide thirty (30) days prior written notice in the event of cancellation to the address as shown in Section C, a (i) and (ii), or in accordance with Section 1811.155 of the Texas Insurance Code, Notice of Cancellation in accordance with the Notice of Insured in the policy for cancellation due to non-payment of premium. b) Provide that CONSULTANT’S insurance is primary insurance as respects the CITY, its officers, employees and elected representatives. c) If this insurance is written on a claims-made form, coverage shall be continuous (by renewal or extended reporting period) for not less than twenty-four (24) months following completion of the contract and acceptance by the City. Coverage, including any renewals, shall have the same retroactive date as the original policy SECTION B. SELF-INSURED RETENTION (SIR) Contractor may satisfy all or part of the insurance requirements under the Contract by means of self-insurance so long as: (a) the SIR is permitted under all laws applicable to Contractor at the time Contractor submits its bid or proposal; (b) Contractor maintains a net worth (as shown by its financial statements audited in accordance with generally accepted accounting principles) of not less than One Hundred Million Dollars ($100,000,000.00); (c) if the Contractor is using their balance sheet to back the SIR, the SIR cannot exceed 10% of their net worth; (d) Contractor, not less than annually, provides the City an audited financial statement, prepared by an independent certified public accountant in accordance with generally accepted accounting principles consistently applied, showing the net worth requirements outlined herein; and (e) the SIR provides for loss reserves that are actuarially derived in accordance with accepted standards of the insurance industry and accrued (i.e., charged against earnings) or otherwise funded. Any self-insured exposure shall be deemed to be an insured risk under the Contract. The beneficiaries of such insurance shall be afforded no less insurance protection than if such self- insured portion was fully insured by an insurance company of the quality and caliber required hereunder (including, without limitation, the protection of a legal defense, by attorneys reasonably acceptable to beneficiaries, and the payment of claims within the same time period that a third party insurance carrier of the quality and caliber otherwise required hereunder would have paid such claims). The waiver of subrogation provided for hereunder shall be applicable to any self-insured exposure. All SIRs must be acceptable to and approved in writing by the City prior to implementation and the insurance required under the Contract must be maintained in excess of such SIRs. Any and all deductibles and/or SIRs for the insurance policies described in this Exhibit shall be assumed by and for the account of Contractor or any Contractor’s subcontractors, as applicable, at its sole risk and expense. SECTION C. 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 Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 Subcontractor's own expense, to maintain during the engagement with the CITY, types and limits of insurance that are appropriate for the 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. SECTION D. CONTRACTOR LIABILITY Approval, disapproval or failure to act by the CITY regarding any insurance supplied by CONTRACTOR or its subcontractors shall not relieve CONTRACTOR of full responsibility or liability for damages and accidents as set forth in the contract documents. Neither shall the bankruptcy, insolvency nor denial of liability by the insurance company exonerate CONTRACTOR from liability. Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Contract 8582 Exhibit F WEG Transformers USA LLC Proposal Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Description Quantity Unit Cost Extended Cost Power Transformer - 25/33/50/56 MVA, 3PH, 60Hz. 138kV Delta to 24.9kV x 13.2kV 7 $2,688,200.00 $18,817,400.00 Price to meet 65dB requirement 7 $143,000.00 $1,001,000.00 Load Tap Changer on Secondary Winding 7 $223,800.00 $1,566,600.00 Fiber Optic Temperature Probe 7 $20,000.00 $140,000.00 Increased Corrosion Resistance 7 $15,000.00 $105,000.00 Qualitrol TM8 Oneline Gas Monitoring Device 7 $129,600.00 $907,200.00 Estimated Transformer Total $22,537,200.00 Spare Parts Quantity Unit Cost Extended Cost High Voltage Bushing 3 $11,250.00 $33,750.00 Low Voltage Bushing 3 $7,500.00 $22,500.00 High Voltage Arrester 3 $4,500.00 $13,500.00 Low Voltage Arrester 3 $2,250.00 $6,750.00 Fan Assembly 3 $3,000.00 $9,000.00 Estimated Spare Parts Total $85,500.00 $22,622,700.00 Exhibit F Projected Power Transformer Costs Total Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Data 1 Company Name 2 Manufacturer Name 3 Manufacturer Factory Location 4 Transformer Base Price FOB Denton, Texas (Each) (excludes LTC costs, oil preservation system and all option costs) (includes dual secondary winding (DETC), shipping, field assembly, testing, and design review costs) ($/transformer) 5 Pricing is Based on: Pricing w Escalation and De-escalation X Firm Pricing (Select one) 6 Price for proposed LTC on secondary winding including oil filtration system ($/transformer) 7 Price for proposed main tank oil preservation system ($/transformer) 8 Price for proposed LTC tank oil preservation system ($/transformer) 9 Price for optional Fiber Optic Temperature Probe ($/transformer) 10 Price for optional stainless steel control and CT cabinets ($/transformer) 11 Price for optional treatment available for increasing corrosion resistance or paint performance for whole transformer ($/transformer) 12 Price for optional Qualitrol QTMS Transformer Monitoring Device ($/transformer) 13 Price for optional Qualitrol TM3 Oneline Gas Monitoring Device ($/transformer) 14 Price for optional Qualitrol TM8 Oneline Gas Monitoring Device ($/transformer) 15 Price for manufacturer proposed system for online transformer bushing tests ($/transformer) 16 Price for other manufacturer proposed transformer monitoring systems (other than listed above)($/transformer) 17 Price for optional Temperature Rise Test (Heat Run) ($/transformer) 18 Price for optional Short Circuit Withstand Test ($/transformer) 19 Confirm Pricing includes no-load taps on primary winding as described in specification (Confirmed - Yes/No) 20 Confirm pricing is valid for 90 days (Confirmed - Yes/No) 21 Confirm pricing includes travel, lodging, and meals for owner to attend design reviews at Manufacturer facilities.(Confirmed - Yes/No) 22 Copper Index (See Section IV.E) if using 23 Plate Steel Index (See Section IV.E) if using 24 Paper Index (See Section IV.E) if using 25 Oil Index (See Section IV.E) if using 26 Core Steel Price(See Section IV.E) if using 27 Shipping Fuel Price (See Section IV.G) if using 28 Main Tank Oil Preservation System Type: Nitrogen Blanket x Conservator (Select one) 29 Primary Winding Bushing Voltage Class 30 Primary Winding Bushing Amperage Rating (A) 31 Primary Winding Bushing Lead Type Draw Lead x Bottom Connected (Select one) 32 Primary Winding Bushing Spare Cost ($/bushing, including shipping) 33 Secondary Winding Bushing Voltage Class 34 Secondary Winding Bushing Amperage Rating (A) 35 Secondary Winding Bushing Lead Type Draw Lead x Bottom Connected (Select one) 36 Secondary Winding Bushing Spare Cost ($/bushing, including shipping) 37 Neutral Winding Bushing Voltage Class 38 Neutral Winding Bushing Amperage Rating (A) 39 Neutral Winding Bushing Lead Type Draw Lead x Bottom Connected (Select one) 40 Neutral Winding Bushing Spare Cost ($/bushing, including shipping) 41 Provide Bushing Terminal to NEMA 4-hole Pad Adapter Part Number 42 Confirm all bushings are either ABB Type O plus C or Pcore POC type (Confirmed - Yes/No) 43 Primary Winding Arrester Voltage (L/L) 44 Primary Winding Arrester Duty Cycle 45 Primary Winding Arrester MCOV (kV) 46 Primary Winding Arrester Spare Cost ($/bushing, including shipping) 47 Secondary Winding Arrester Voltage (L/L) 48 Secondary Winding Arrester Duty Cycle 49 Secondary Winding Arrester MCOV (kV) 50 Secondary Winding Arrester Spare Cost ($/bushing, including shipping) Yes According WEG formula According WEG formula According WEG formula According WEG formula Pcore POC type 24.4 / 10.2 kV 84 kV See proposal 20000 15000 90000 82500 26300 129600 142500 not quoted included 800 Amp 3000 Amp. See proposal See proposal 3000 Amp. See proposal See proposal 24.9 / 13.2 kV 30 / 12 kV Not offered 25/33/50//56 MVA Power Transformer Appendix A - Bid Proposal Form Oil Preservation System Pricing 138 kV 108 kV According WEG formula According WEG formula yes 25 kV 25 kV Bushing Information Arrester Information Value WEG WEG Transformadores Mexico Huehuetoca, Estado de Mexico, Mexico 2688200 145 kV no confirmed 223800 Included Not quoted Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 51 LTC Filter Media Part Number 52 Maximum Filter Flow (Gallons/Minute) 53 Estimated Filter Change Interval (Months) 54 Describe where LTC Windings will be placed electrically in the transformer windings 55 Step where LTC is expected to produce the greatest losses (Step Number) 56 Estimated LTC tap selector switch current at 50 MVA (Amps) 57 Projected LTC tap selector switch contact life at this load current (Operations) 58 55C Rating - ONAN (MVA) 59 55C Rating - ONAF Stage 1 (MVA) 60 55C Rating - ONAF Stage 1 and Stage 2 (MVA) 61 65C Rating - ONAN (MVA) 62 65C Rating - ONAF Stage 1 (MVA) 63 65C Rating - ONAF Stage 1 and Stage 2 (MVA) 64 Transformer Design Impedance (ONAN 55C) (%) 65 Calculated Highest Core Temperature (C) 66 At Nominal Voltage with all Fans Off (dB) 67 At Nominal Voltage with all Fans On (dB) 68 At 105% Voltage with all Fans Off (dB) 69 Estimated Core and Coil Weight (lbs) 70 Estimated Tanks and Accessories Weight (lbs) 71 Estimated Oil Weight (lbs) 72 Estimated Total Weight (lbs) 73 Estimated Main Tank Oil Capacity (gallons) 74 Estimtated LTC Tank Oil Capacity (gallons) 75 Total Oil (gallons) 76 Total Number of Radiators 77 Total Number of Fans 78 Provide Fan part number 79 Provide Ground Bar Size 80 Oil 81 Radiators 82 Arresters 83 Arrester Mounting Brackets 84 Bushings 85 Pressure Relief Devices 86 Sudden Pressure Device 87 Fans 88 Other(Write in) 89 Impact Recorder Part Number 90 No Load Losses at 25MVA (Watts) 91 Load Losses at 25MVA (Watts) 92 Load Losses at 33MVA (Watts) 93 Load Losses at 50MVA (Watts) 94 Auxiliary Losses at 50MVA (Watts) 95 Confirm Manufacturer understands DME will hold design reviews to ensure design meets all specification requirements (Confirmed - Yes/No) 96 Confirm Manufacturer uses required BIL ratings defined in specification (Confirmed - Yes/No) 97 Confirm Manufacturer includes required CTs and CT ratings defined in specification (Confirmed - Yes/No) 98 Confirm Manufacturer is fully compliant with all requirements in Section VII of specification (Confirmed - Yes/No) 99 Confirm Manufacturer design is for 7% Impendance (Confirmed - Yes/No) 100 Confirm Manufacturer included metering accuracy CTs as described in the specification (Confirmed - Yes/No) 101 Confirm Manufacturer design is for a maximum Noise Level of 65 decibels as defined in "Noise Levels" Section (Confirmed - Yes/No) 102 Confirm Manufacturer is designed as if the high voltage terminals were attached to an infinite source (Confirmed - Yes/No) 103 Number of three-phase power transformers shipped in the past 60 months larger than 25MVA 104 Number of these units that failed in less than 5 years 105 Provide document detailing size, voltage, year shipped, LTC type, and corrective action required for failed units 106 Percentage of units that did not ship on time (%) 107 Average Delay for Units that did not Shop on time (days) 108 109 X Axis (along direction of travel) 8 16 242500 Shipping and Reliability Perfomance Information (Last 60 Months) Shipping Impact Limits 7 80 Guaranteed Losses 21500 59000 103000 236500 X X X X X X Items that will be Removed for Shipping (mark as required) 68,826 60,088 212,815 30,604 396 Estimated Noise Levels at no load, LTC in Greatest Noise Producing Position and: Not included Located en LV Step 33 2000 Amp 500,000 Yes 31,000 65 68 70 83,901 Yes Yes No Yes Krenz-Vent or similar / F26D-A9711 or similar Grounding bus: 1/2" x 5" Messko or similar / 298-SA-IM50 or similar 2.5 g Yes 36.96 56.00 Yes Yes Please see attached Design Confirmations Miscellaneous Information 25.00 33.00 50.00 28.00 Please see attached Please see attached Please see attached Please see attached Not included Not included LTC Information Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 110 Y axis (lateral to direction of travel) 111 Z axis (vertical) 112 Leadtime from Purchase Order issued to Delivery (Weeks) 113 Time required for final field assembly (Days) 114 Approval Drawing Delivery Time after Receipt of Order (Weeks) 115 Final Drawing and Instruction Binder Delivery after Receipt of Order (Weeks) 116 Transformer Completed and Ready for Testing after Receipt of Order (Weeks) 117 Transformer Shipment After Receipt of Order (Weeks) 118 Estimated Transit Time (Days) 119 Confirm Manufacturer Complies with Warranty Requirements in Section V.K (Confirmed - Yes/No) 120 Confirm Final Drawings and Instruction Binder Requirement (Section V.H)(Confirmed - Yes/No) 121 If escalation/de-escalation is proposed, please provide description in a seperation document detailing indexes proposed. 122 Confirm shipping is by truck. Rail delivery proposals will be rejected.(Confirmed - Yes/No) 123 Confirm impact recorders will be installed on transfomer for shipment (Confirmed - Yes/No) 124 Confirm proposed escalation/de-escalation is in accordance with specification (Confirmed - Yes/No) 125 Confirm proposed design complies with all requirements in Electrical and Internal Assembly Features Section (Confirmed - Yes/No) 126 Confirm main tank complies with all requirements in Main Tank Mechanical Features Section of the specification and that bid will be rejected if welds are used within 6 inches of tank corners. (Confirmed - Yes/No) 127 Confirm Manufacturer shall be required to perform testing as defined in Factory Tests Section (Confirmed - Yes/No) 128 Confirm any requirement to operate the no-load tap or tap changer contacts for maintenance reasons will cause the bid to be rejected. (Confirmed - Yes/No) 129 Confirm Manufacturer can perform vapor phase drying process (Confirmed - Yes/No) 130 Number of years participating in the U.S. market (years) 131 Confirm oil handling or opening a oil reservoir is not required to change LTC oil filter (Confirmed - Yes/No) 132 Confirm oil handling or opening a oil reservoir is not required to change LTC oil filter (Confirmed - Yes/No) Create Typical Drawings LTC oil fiter is not required for LTC model RMVII 2.0 g Confirmed Confirmed Confirmed 10+ LTC oil fiter is not required for LTC model RMVII 100 105-110 120-130 30-40 35-37 Confirmed Confirmed See comments/deviations 14 See comments/deviations Confirmed Schedule 125-135 1.5 g Miscellaneous Acknowledgments Confirmed According WEG formula According WEG formula Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 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: 80D0216C-DEF8-475B-987D-024DC7465EE3 WEG TRANSFORMERS USA LLC EXHIBIT G X X X X 12/19/2024 X CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 Docusign Envelope ID: 80D0216C-DEF8-475B-987D-024DC7465EE3 Certificate Of Completion Envelope Id: 80D0216C-DEF8-475B-987D-024DC7465EE3 Status: Completed Subject: Please DocuSign: City Council Contract 8582 Substation Power Transformers Source Envelope: Document Pages: 37 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 12/13/2024 2:04:57 PM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 12/13/2024 2:06:37 PM Viewed: 12/13/2024 2:07:03 PM Signed: 12/13/2024 2:08:01 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 12/13/2024 2:08:04 PM Viewed: 12/16/2024 8:11:41 AM Signed: 12/16/2024 8:13:35 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 12/16/2024 8:13:37 AM Viewed: 12/16/2024 11:31:44 AM Signed: 12/16/2024 11:35:02 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Phillip K. James pjames@weg.net VP WEG Transformers Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 71.86.141.14 Sent: 12/16/2024 11:35:05 AM Viewed: 12/16/2024 3:39:08 PM Signed: 12/19/2024 7:55:29 AM Electronic Record and Signature Disclosure: Accepted: 12/16/2024 3:39:08 PM ID: 59a5e99b-b245-47c0-9125-1766d19d464a Signer Events Signature Timestamp Antonio Puente, Jr. antonio.puente@cityofdenton.com DME General Manager Denton Municipal Electric Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 174.244.21.42 Signed using mobile Sent: 12/19/2024 7:55:31 AM Viewed: 12/19/2024 9:14:31 AM Signed: 12/19/2024 9:15:00 AM Electronic Record and Signature Disclosure: Accepted: 12/19/2024 9:14:31 AM ID: 895d9574-cb67-4295-85cb-a5d762714ccf Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 12/19/2024 9:15:03 AM Viewed: 1/15/2025 9:11:38 AM Signed: 1/15/2025 9:11:48 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: 198.49.140.10 Sent: 1/15/2025 9:11:51 AM Viewed: 1/15/2025 10:25:33 AM Signed: 1/15/2025 10:25:38 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lauren Thoden lauren.thoden@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 1/15/2025 10:25:41 AM Viewed: 1/15/2025 12:14:13 PM Signed: 1/15/2025 12:14:32 PM 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: 12/13/2024 2:08:03 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 12/19/2024 9:15:03 AM Viewed: 12/19/2024 9:52:00 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 1/15/2025 12:14:35 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mark Zimmerer mark.zimmerer@cityofdenton.com Electric Engineering Supervisor Security Level: Email, Account Authentication (None) Sent: 1/15/2025 12:14:36 PM Electronic Record and Signature Disclosure: Accepted: 11/12/2024 7:37:52 PM ID: 83ac2bb2-3a14-4218-b7aa-213d23b414c3 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/13/2024 2:06:37 PM Certified Delivered Security Checked 1/15/2025 12:14:13 PM Signing Complete Security Checked 1/15/2025 12:14:32 PM Completed Security Checked 1/15/2025 12:14:36 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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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: Phillip K. 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