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7428 - Amendment 1 Executed 1 THE STATE OF TEXAS § § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND SCHWEITZER ENGINEERING LABORATORIES, INC. 7428 THIS FIRST AMENDMENT TO CONTRACT 7428 (this “Amendment”) by and between the City of Denton, Texas (“City”) and SCHWEITZER ENGINEERING LABORATORIES, INC. (“Contractor”) to that certain contract executed on November 10, 2020, in the original not-to-exceed amount of $230,220 (the “Agreement”); for services related to the Protective Relay Panels for Brinker Substation. WHEREAS, the City deems it necessary to further expand the services provided by Contractor to the City pursuant to the terms of the Agreement, and to provide an additional not-to-exceed amount $18,770 with this First Amendment for an aggregate not-to-exceed amount of $248,990; and WHEREAS, the City deems it necessary to further expand the goods/services provided by Contractor to the City; and WHEREAS, the original not-to-exceed amount may not be increased by more than 25.0% as provided in Texas Local Government Code Sec. 252.048; and NOW THEREFORE, the City and Contractor (hereafter collectively referred to as the “Parties”), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following First Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. This Amendment modifies the Agreement amount to provide an additional $18,770 for additional services and materials to be provided in accordance with the terms of the Agreement with a revised aggregate not-to-exceed total of $248,990. The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. IN WITNESS WHEREOF, the City and the Contractor, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date_______________________________________. DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C 12/22/2020 2 THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ Antonio Puente, Jr. SIGNATURE PRINTED NAME Executive Manager of Utilities________ TITLE Electric__________________________ DEPARTMENT “CONTRACTOR” SCHWEITZER ENGINEERING LABORATORIES, INC. By: _____________________________ AUTHORIZED SIGNATURE, TITLE “BUYER” CITY OF DENTON By: _____________________________ Christa Christian, CPPB, Senior Buyer DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C PSA 12/30/99 Christa Christian 7428 Protective Relay Panels for Brinker Substation, Amendment 1 SEL Panels Proposal for Denton Municipal Electric RFP 7428 - Brinker Substation Proposal #: SELPANEL0722/20 Rev 0 Submitted: November 25, 2020 This document, and all information contained herein, is proprietary to Schweitzer Engineering Laboratories, Inc. (SEL). Any unauthorized use, distribution, or reproduction of this document (in whole or in part) or of any information contained herein is specifically prohibited. This legend must appear on any authorized reproduction (in whole or in part). All brand or product names appearing in this document are the trademark or registered trademark of their respective holders. No SEL trademarks may be used without written permission. SEL products appearing in this document may be covered by U.S. and Foreign patents. DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Proposal #: SELPANEL0722/20 Rev 0 SEL PROPRIETARY INFORMATION Denton Municipal Electric © 2020 by Schweitzer Engineering Laboratories, Inc. November 25, 2020 All rights reserved. Page ii Denton Municipal Electric Contact Information Laura Hermosillo 901-B Texas Street Denton, TX 76209 USA laura.hermosillo@cityofdent Donna Anderson City of Denton Denton Municipal Electric Desk 940.349.7126 Cell 817.422.3783 SEL Contact Information SEL Panels Schweitzer Engineering Laboratories, Inc. 901 Center Park Drive Charlotte, NC 28217 Phone: +1.509.332.1890 Email: enclosures@selinc.com Edgar Torres Sales Engineer Office: +(704) 504-4112 Cell: +1.980.322.3674 Email: edgar_torres@selinc.com Sales Representative Contact Information Ruben Montano Sales Representative (NE Texas) KD Johnson Inc. Office: 903-587-3373 Cell: 214-733-6694 Ruben_Montano@kdjinc.com Document Revision Table Rev. Issue Date Notes 0 November 25, 2020 Initial Proposal DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Proposal #: SELPANEL0722/20 Rev 0 SEL PROPRIETARY INFORMATION Denton Municipal Electric © 2020 by Schweitzer Engineering Laboratories, Inc. November 25, 2020 All rights reserved. Page iii Contents 1 Scope of Services ....................................................................................................................................... 1 1.1 Price .................................................................................................................................................... 1 1.2 Clarifications ....................................................................................................................................... 2 1.3 Exceptions ........................................................................................................................................... 2 1.4 Exclusions ........................................................................................................................................... 2 2 Scope of Supply ......................................................................................................................................... 3 2.1 Bill of Materials .................................................................................................................................. 3 2.2 Schedule .............................................................................................................................................. 4 2.3 Equipment Specifications ................................................................................................................... 5 2.3.1 Project Specifications ................................................................................................................... 5 2.4 Factory Testing ................................................................................................................................... 6 2.5 Change in Scope ................................................................................................................................. 6 3 Payment and Work Schedule ..................................................................................................................... 7 3.1 Invoicing and Milestone Activity ....................................................................................................... 7 3.2 Payment and Credit Terms .................................................................................................................. 7 3.3 Storage ................................................................................................................................................ 7 4 SEL Terms and Conditions ........................................................................................................................ 8 DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Proposal #: SELPANEL0722/20 Rev 0 SEL PROPRIETARY INFORMATION Denton Municipal Electric © 2020 by Schweitzer Engineering Laboratories, Inc. November 25, 2020 All rights reserved. Page 1 1 Scope of Services This proposal is provided in response to Denton Municipal Electric Request for Quotation for RFP 7428 - Brinker Substation in accordance to the drawings and specifications indicated here: 1.1 Price Service Description Qty Unit Price Total Price 1. DFR Panels #1 & #2 Per Table 1 2 $6,535.00 $13,070.00 2. Freight DDP to Denton, TX 1 Included Included Grand Total Price $13,070.00 Unless indicated otherwise in this proposal, the price does not include the cost of any payment, performance, and/or warranty security instrument. All quoted prices are exclusive of any sales, use, value-added, or similar taxes, which will be added, if applicable, at the statutory rate(s) at the time of invoicing. This proposal is valid for 60 days. SEL reserves the right to withdraw this offer if mutually accepted credit terms cannot be agreed upon. SEL has not included any independent product certifications (i.e., UL, ETL, ANSI, etc.) in the scope of this proposal. If a specific independent product certification is required, SEL will revise the proposal accordingly. Drawing/Spec Number Rev. Drawing/Spec Number Rev. BK-DFR1-BM A BK-DFR2-BM A DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Proposal #: SELPANEL0722/20 Rev 0 SEL PROPRIETARY INFORMATION Denton Municipal Electric © 2020 by Schweitzer Engineering Laboratories, Inc. November 25, 2020 All rights reserved. Page 2 1.2 Clarifications 1. SEL developed the scope of work, schedule, and price based on the information provided to us as listed in the proposal. Should additional or changed work be required, including such work resulting from unusual conditions or for any other reasons that are not evident from the information provided, changes to the price or schedule may result. 2. SEL will assign a project manager to the project. The project manager will oversee and maintain the schedule within SEL. The project manager will also be the point of contact with the Customer in order to maintain a smooth flow of information 3. SEL scope is limited to the hardware defined in Section 2.1 Bill of Materials Tables 1–2 and the engineering deliverables defined in Section 2.2 Schedule. Should there be a change in hardware or a change in engineering content, changes to the price or schedule may result. 4. Should there be a change in hardware or a change in engineering content, changes to the price or schedule may result. 5. Special specifications identified after award may be subject to additional costs per Section 2.5 Change in Scope. 6. SEL is offering smooth finish on panels (interior and exterior). 7. Panel to panel wiring/connections are not part of this scope. 8. SEL devices are not included in this revision. Only Comm cables C953-020 and DIN Rail mounting kit 915900175 are included in the scope. 9. TESLA part number 4000-36-16P-0-2-60-0-0 is to be provided by customer and installed by SEL. 10. For the Konnext terminal block part number UA-12-KS-PM SEL is quoting Concentric Devices art number 30TB12PM instead as Konnext appears to be out of business. 1.3 Exceptions 1. No exceptions applied to this proposal. 1.4 Exclusions This proposal does not include the following services. If you are interested in these services, SEL can provide a quote: • Onsite work, field services, or installation • Factory acceptance testing or site acceptance testing • Customer training • Supply of equipment necessary for testing of relays • Special tools for maintenance or installation • Setting of protective relays or programming of human-machine interface (HMI) DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Proposal #: SELPANEL0722/20 Rev 0 SEL PROPRIETARY INFORMATION Denton Municipal Electric © 2020 by Schweitzer Engineering Laboratories, Inc. November 25, 2020 All rights reserved. Page 3 2 Scope of Supply The scope of supply includes all necessary labor, design, diagrams, materials, equipment, and services required for the manufacture and delivery of the items as defined in Section 1 Scope of Services and Section 2.1 Bill of Materials. In the event a part, other than protective relays, is not obtainable or develops a lengthy lead time, SEL will consult with the customer to determine if the project deadline can be extended or the part can be substituted with an alternate manufacturer’s model that will meet or exceed the specifications of the original part. 2.1 Bill of Materials Table 1. DFR Panels #1 & #2 BOM. Item Qty Manufacturer Part/Model Number Description 1 1 SEL 040-00001-0000 Open Back Rack (30x24x90) *2 1 SEL 2725S23X0 Key: 2730 Five-Port Ethernet Switch 3 1 SEL 915900175 DIN Rail Mounting Kit 4 3 SEL C953-020 Coaxial Cable for IRIG-B Distribution 5 3 Ferraz Shawmut USCC2 Fuse Block , 2 Pole, 30Amp 6 6 Ferraz Shawmut ATMR15 Type NON Fuse, 15Amp 7 33 Concentric Devices 30TB12PM Pane Mount molded terminal block, 12 circuit, 30Amp *8 2 TESLA 4000-36-16P-0-2-60-0-0 3RU, 19", Standard Screw, 36 Analog Input Channels, 64 Digital Inputs, 34GB Flash with PMU, 60 Hz, and 125VDC 9 2 Amphenol 112455 IRIG-B RF Adapter Tee *Items to be provided by customer and installed by SEL DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Proposal #: SELPANEL0722/20 Rev 0 SEL PROPRIETARY INFORMATION Denton Municipal Electric © 2020 by Schweitzer Engineering Laboratories, Inc. November 25, 2020 All rights reserved. Page 4 2.2 Schedule A schedule will be determined after receipt of purchase order (PO) and agreed upon terms. Delivery of panels is typically 12 weeks after receipt of purchase order. Deliverable By Customer By SEL Schedule Issue for Construction (IFC) Bill of Materials (BOM) ✓ Within one week after receipt of PO (Received) IFC panel layout drawing ✓ Within one week after receipt of PO (Received) IFC nameplate list ✓ Three weeks after receipt of PO (Received) IFC ac/dc schematic diagrams ✓ Five weeks after receipt of PO IFC wiring diagrams ✓ Five weeks after receipt of PO Factory testing ✓ Ten weeks after receipt of PO Panel(s) ship ✓ Eleven weeks after receipt of PO Panels arrive at customer site ✓ Twelve weeks after receipt of PO An electronic copy of relay manuals An electronic copy of as-builts ✓ Provided with panel shipment The following details apply to the schedule: • Lead times quoted are to be verified at time of purchase order between SEL and the Customer because production capacity may vary between quoted date and purchase order date. A schedule will be communicated after receipt of purchase order. • The schedule will be equitably adjusted in the event of changes in scope or in the event of delays attributable to the Customer, Customer’s agents or contractors, unforeseen conditions, or causes beyond the control of SEL. • Schedule is subject to acceptable payment and credit terms. DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Proposal #: SELPANEL0722/20 Rev 0 SEL PROPRIETARY INFORMATION Denton Municipal Electric © 2020 by Schweitzer Engineering Laboratories, Inc. November 25, 2020 All rights reserved. Page 5 2.3 Equipment Specifications • Equipment, materials, and accessories will be furnished, mounted, and connected as indicated on the drawings. Equipment, materials, and accessories listed by catalog number will be furnished as specified. • SEL will provide miscellaneous materials included but not limited to: nuts and screws, cable ties, insulated ring tongue connectors, cable troughs for horizontal wiring, wire, and nameplates required to complete the panel. • Panel thickness will be nominal 1/8", 11 gauge, cold-rolled sheet steel, formed with rolled lip on top, bottom, and sides. • Open back cabinet size will be 32″ wide x 23″ deep x 90″ high. • Color of finish will be ANSI No. 61 Gray with a semigloss finish. • Insulated compression-type ring tongue connectors will be used for all terminations except for devices designed for direct wire terminations. Direct wire connection terminals accommodate a maximum of two wires. • There will be no splices in the wiring. • #12 AWG wire will be used to wire all CT circuits. All other circuits will be wired using #14 AWG wire. Other wire gauges will be used at SEL’s discretion, where required by manufacturing specifications. Green wire will be used for all ground wires. All other wire will be gray. • SEL will provide complete factory wiring for the control panel and equipment mounted in the panel. Wire and cable will be type SIS, rating 600 volts, 90°C. Panel-to-panel wiring/connections are not part of this scope. • All internal wiring and cabling will be heat-shrink labeled at both ends with the destination of the wire. 2.3.1 Project Specifications • If drawing templates, standards, and reference drawings are not supplied by the Customer, SEL will develop drawings per SEL standards. • Issued for Construction (IFC) drawings shall be provided in *.dwg format. If another format is provided, the project may be subject to additional charges. • Drawings will be transmitted electronically to expedite approval turnaround time. • SEL will load customer-supplied settings on SEL devices free of charge if settings are supplied in an appropriate format (i.e., SEL-5010 Relay Assistant Software or ACSELERATOR QuickSet® SEL-5030 Software format) and one month prior to shipment. • SEL will provide manuals in digital format on CD. If the Customer desires paper manuals (i.e., hardcopy), these can be supplied at an additional cost. • Panels will be packaged for ground shipping. DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Proposal #: SELPANEL0722/20 Rev 0 SEL PROPRIETARY INFORMATION Denton Municipal Electric © 2020 by Schweitzer Engineering Laboratories, Inc. November 25, 2020 All rights reserved. Page 6 • Panels will not be packaged in weather-resistant packaging and should be stored in a warm, dry place. Should weather-resistant packing be required, SEL can include this service at an additional cost. • Domestic ground shipping to the contiguous U.S. is included in this quote. Domestic shipments will ship FOB Destination. All other shipments will ship FCA Factory. • SEL has not included any independent product certifications (i.e., UL, ETL, ANSI, etc.) in the scope of this proposal. If a specific independent product certification is required, SEL will revise the proposal accordingly. 2.4 Factory Testing After factory assembly and wiring of equipment, SEL conducts factory tests to verify correct wiring operation of equipment. Factory testing activities include the following: • Test checkout (general workmanship, point-to-point wire continuity) • AC/DC circuit operational tests Factory testing does not include: • Data cable connection checkout • Communications status checkout • Insulation testing (1000 volt dc Megger) Inspection activities do not include additional testing or processes. Additional services will subject the Customer to additional charges as set forth in Section 2.5 Change in Scope. 2.5 Change in Scope In the event of a change in scope, the contract amount and schedule shall be equitably adjusted. The party identifying a potential change in scope will request the change of scope to the other party in writing. SEL will identify any budget or schedule impact and submit it for approval. SEL will proceed with the work as soon as SEL receives written approval, in accordance with the established contract provisions. Delays in approvals may impact the schedule. DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Proposal #: SELPANEL0722/20 Rev 0 SEL PROPRIETARY INFORMATION Denton Municipal Electric © 2020 by Schweitzer Engineering Laboratories, Inc. November 25, 2020 All rights reserved. Page 7 3 Payment and Work Schedule 3.1 Invoicing and Milestone Activity Invoicing will be 100% upon shipment for companies with established credit terms. Partial shipments will be invoiced and are payable as they occur. 3.2 Payment and Credit Terms If your company does not have established credit terms sufficient to cover this purchase, SEL reserves the right to require any of the following: credit information, prepayment, letter of credit, or progress payments prior to acceptance. Work cannot be initiated until adequate credit terms have been established. Payment Terms: Net 30 days after date of invoice. 3.3 Storage Completed orders may remain in storage (at SEL’s discretion) up to 30 days at no charge. Unless previous arrangements for storage have been made one week prior to Testing, projects stored beyond 30 days may be assessed storage fees. DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Proposal #: SELPANEL0722/20 Rev 0 SEL PROPRIETARY INFORMATION Denton Municipal Electric © 2020 by Schweitzer Engineering Laboratories, Inc. November 25, 2020 All rights reserved. Page 8 4 SEL Terms and Conditions To accept this proposal and attached terms, please return this sheet, signed and dated. Denton Municipal Electric Schweitzer Engineering Laboratories, Inc. (“SEL”) 2350 NE Hopkins Court Pullman, WA 99163 USA Signature: ________________________________ Signature: ________________________________ Print Name: _______________________________ Print Name: _______________________________ Title: ____________________________________ Title: ____________________________________ Date: ____________________________________ Date: ____________________________________ Contract Information (to be completed by client): Contract Amount: $_________________________ Client PO/ Reference/Contract#: _______________________ Ship To Address: ______________________________________________________________________ Bill To Street Address: __________________________________________________________________ Bill To Email Address: __________________________________________________________________ 1. General Terms. These sales terms (“Terms”) shall govern all sales of Products and Services to Buyer by Schweitzer Engineering Laboratories, Inc., its affiliates, subsidiaries, and/or divisions, (collectively, “SEL”), unless other terms are specified in SEL’s quotation or sales order acknowledgment or unless otherwise agreed by SEL in writing. All sales are expressly limited to these Terms and are conditional on Buyer’s assent to these Terms. Buyer’s assent to these Terms shall be deemed given upon the occurrence of any of the following: (i) Buyer’s failure to object to these Terms in writing within three (3) days from the date of its receipt of them, (ii) Buyer’s issuance of a purchase order, or (iii) Buyer’s acceptance of delivery of Products or Services. SEL expressly objects to any additional or different terms proposed by Buyer, unless expressly agreed to in writing by SEL. For the purposes of these Terms and unless stated otherwise, “Products” shall mean the products manufactured by SEL, including SEL systems or control enclosure structures, specified on the SEL sales order acknowledgment, including without limitation any accessories; and “Services” shall mean any SEL training, consulting, technical support and any other services specified on the SEL sales order acknowledgment, except for projects governed by an SEL Engineering Services Proposal. Training provided by SEL University is governed by the SEL University Terms and Conditions posted on SEL’s website at www.selinc.com/termsandconditions/SELUniversity/. SEL may modify these terms at any time without prior notice provided that no such modification shall apply to any order for Products or Services which has been accepted by Seller prior to the modification(s). The latest version of the Terms will be posted on SEL’s website at www.selinc.com/termsandconditions/unitedstates, and Buyer should review these Terms prior to purchasing any Products or Services. No contract will be deemed to be formed until the SEL sales order acknowledgment has been sent to Buyer, and all orders are subject to SEL’s ability to obtain, on appropriate terms and within a reasonable amount of time, any export or import license or permit required by applicable law or regulation. SEL shall have the right to cancel any order at any time for failure of Buyer to agree to these Terms or for any material breach by Buyer of these Terms. 2. Prices, Taxes and Payment Terms. Each quotation or proposal is valid for sixty (60) days, unless specified otherwise. For all other sales, the prices shall be the prices in effect on the date of the SEL sales order acknowledgement. Prices include ground freight prepaid to Buyer’s place of business. For sales to Buyers outside the continental United States, prices are exclusive of any freight, packing or insurance charges and any customs, sales, use, value-added, property DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Proposal #: SELPANEL0722/20 Rev 0 SEL PROPRIETARY INFORMATION Denton Municipal Electric © 2020 by Schweitzer Engineering Laboratories, Inc. November 25, 2020 All rights reserved. Page 9 or similar taxes, tariffs or duties unless specified otherwise by SEL. If Buyer claims a tax or other exemption or direct payment permit, Buyer will provide a valid exemption certificate or permit and indemnify, defend and hold SEL harmless from any taxes, costs and penalties arising from the same. For Services performed on a time and expense basis, charges shall include time and expenses incurred in the previous calendar month. For Services performed on a fixed-price basis, charges shall include the price of major deliverables substantially completed in the previous calendar month. Payment terms for all Products and Services are net thirty (30) days from date of invoice if credit is approved. All invoices shall be deemed accurate unless Buyer advises SEL in writing of an error within 10 days following receipt. If Buyer advises SEL of an error, (i) any amounts corrected by SEL shall be paid within 14 days of correction or within 30 days of the due date, whichever is later, and (ii) all other amounts shall be paid by Buyer by the due date. If Buyer requires SEL to use a specific system or tool to process regular business transactions (e.g. invoices, shipment notifications, purchase orders), SEL may charge Buyer for any transaction, setup or subscription fees charged to use the system or tool. Partial shipments will be invoiced and are payable as they occur in accordance with these Terms. All payments shall be made in United States Dollars, unless specified otherwise. Buyer must meet the then-current SEL credit requirements to purchase on credit. If, in the judgment of SEL, the financial condition of Buyer at any time prior to delivery does not justify the payment and/or credit terms offered by SEL, SEL may require payment in advance or suspend or cancel any outstanding order. SEL may suspend work or cancel any outstanding order if Buyer fails to make a payment when due and until such payment is made and may impose a late charge equal to the lesser of 1.5% per month or the highest applicable rate allowed by law on all amounts not paid when due. SEL shall not be liable for any liquidated or other damages if SEL suspends work due to the Buyer’s late payment or credit issues. If an order is cancelled because of credit issues or late payments, SEL shall be entitled to receive a sum equal to 25% of the order price (the “Cancellation Charges”). Delays in delivery or non-conformities in any installments shall not relieve Buyer of its obligation to pay any remaining installments. Any payment made by Buyer may be applied to amounts due before being applied to current orders, at SEL’s sole discretion. Notwithstanding the foregoing, Buyer’s failure to pay amounts due shall be deemed a material breach of these Terms, and any acceptance by SEL of late payments shall not be deemed a waiver of such breach. To the extent allowed by law, SEL shall be entitled to recover all costs incurred in collecting amounts due from Buyer, including without limitation legal fees, disbursements and other costs. 3. Delivery, Documentation and Disclosure of Information. Delivery dates are approximate, based upon prompt receipt of all necessary information from Buyer and constitute neither a contractual obligation nor a representation to the Buyer. If drawing approval is required, drawings must be returned on schedule to maintain estimated shipping dates. SEL shall pack and ship Products according to its standard procedure, and all shipments shall be sent to Buyer using the SEL standard freight forwarder or carrier. Buyer shall pay for any increased costs due to special packing, shipment (including freight forwarders or carriers required by Buyer) or insurance requests, as well as any detention or demurrage charges. Seller reserves the right to make partial shipments of the Products and/or to ship Products early unless otherwise stipulated in Buyer’s purchase order. Unless otherwise stated in the SEL sales order acknowledgment, the shipping terms are as stated herein. For Products shipped to addresses within the continental United States, title and risk of loss or damage shall pass to Buyer upon delivery to Buyer’s place of business. For Products shipped to addresses outside the continental United States, title and risk of loss or damage shall pass to Buyer at the SEL factory upon delivery to the freight forwarder or carrier. Buyer must unpack and examine Products immediately and, if damage is discovered, notify SEL within three (3) business days of delivery. In any event, acceptance shall be deemed to have occurred no later than fifteen (15) days after shipment. Buyer may return standard products, with SEL’s prior written approval, up to one year after the original invoice date (the “Purchase Date”) if they are new in their original packaging, were stored properly, and have never been installed. A restocking fee of 25% of the product price if the product is returned less than 6 months after the Purchase Date, and 50% if returned between 6 months and 1 year after the Purchase Date, will apply to each returned product, including panels. Returns are not possible 1 year or more after the Purchase Date, or for customized products, or for any cable. When applicable, SEL shall provide Buyer with one (1) copy of instructions for each Product. Buyer may not reproduce such instructions. Buyer may order additional copies from SEL. All instructions and related documentation shall be in English. Although SEL or its representatives may from time to time provide translations of such instructions and documentation as a courtesy, the English version shall govern, and SEL shall not be liable for any discrepancies. The English versions are available at selinc.com. Any information, suggestions or ideas transmitted by Buyer to SEL in connection with performance hereunder shall not be regarded as proprietary or confidential, unless identified in writing by Buyer and acknowledged in writing by SEL. 4. Intellectual Property. Buyer shall not challenge the validity of any SEL intellectual property, including without limitation any trademarks, service marks, trade dress, patents, copyrights, trade secrets or licenses. Buyer acknowledges that SEL intellectual property is the sole property of SEL. By sale of Products or Services to Buyer, SEL does not transfer any SEL intellectual property rights (including without limitation rights to designs or other work product). Buyer shall not remove or alter any trademarks, service marks or trade dress that identify SEL, nor use any trademarks, service marks, DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Proposal #: SELPANEL0722/20 Rev 0 SEL PROPRIETARY INFORMATION Denton Municipal Electric © 2020 by Schweitzer Engineering Laboratories, Inc. November 25, 2020 All rights reserved. Page 10 trade dress or any other intellectual property that, in the sole discretion of SEL, is confusingly similar to those of SEL. Any software (including firmware) included with Products is owned by SEL (or its licensors) and is licensed, not sold, to Buyer. Buyer may use such software only with Products and only as intended and permitted by SEL. All software shall be provided subject to the then-current SEL Software License Agreement. 5. Product Warranty and Services Commitment. SEL warrants to Buyer that Products are free from defects in material and workmanship for ten (10) years after shipment for all SEL Products, including SEL-manufactured control enclosure structures and panels. The sole and exclusive warranties for any software are set forth in the SEL Software License Agreement. This warranty is conditioned upon proper storage and shall be void in its entirety if Buyer modifies Products without prior written consent to and subsequent approval of any such modifications by SEL or uses Products for any applications that require product listing or qualification not specifically included in the SEL written quotation or proposal. If any Product fails to conform to this warranty, Buyer properly notifies SEL of such failure and Buyer returns the Product to SEL factory (unless another location is agreed upon by SEL) for diagnosis (and pays all expenses for such return), SEL shall correct any such failure by, at its sole discretion, either repairing any defective or damaged Product part(s) or making available any necessary replacement part(s) or Product(s). SEL will pay the freight to return the Product to the Buyer (Carriage Paid To (CPT) customer’s place of business). If SEL is unable or unwilling to repair or replace, SEL and Buyer shall negotiate an equitable resolution such as a prorated refund or credit to the Buyer’s account. Any Product repair or upgrade shall be covered by this warranty for the longer of one (1) year from date of repair or the remainder of the original warranty period. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS WARRANTY SHALL BE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), EXCEPT WARRANTY OF TITLE AND AGAINST PATENT INFRINGEMENT. SEL shall, whenever possible, pass the original manufacturer warranty to Buyer for non-SEL products. SEL does not warrant non-SEL products, including non-SEL control enclosure structures, and non-SEL products within SEL panels, control enclosure structures and systems, and products or prototypes provided by SEL for testing, marketing, or loan purposes. SEL shall perform Services in a manner consistent with the degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. SEL shall reperform (or, at SEL’s option, pay a third party to reperform) any defective Services (including Services performed in conjunction with SEL systems) at no cost upon receipt of notice detailing the defect(s) within one (1) year of performance of the original Services. 6. Limitation of Liability, Indemnity and Insurance. In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall SEL be liable to Buyer or Buyer’s insurers for any loss or damage for an amount (i) exceeding the contract price or (ii) if Buyer places multiple order(s) under the contract, the price of each particular order for all claims arising from or related to that order, and any liability shall terminate upon the expiration of the warranty period. No claim, regardless of form, arising from these Terms may be brought by Buyer more than one (1) year from the date such claim accrues. In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall SEL be liable for any special, consequential, incidental, liquidated or punitive damages, including without limitation any loss of profit or revenues, loss of use of Products or associated equipment, damage to associated equipment, cost of capital, cost of substitute products, facilities, services or replacement power, downtime costs or claims of Buyer’s customers for such damages. If SEL or its subcontractors or suppliers provide Buyer with advice or other assistance, including input of customer-provided or customer-requested settings and advice related thereto, concerning any Product or any system or equipment in which any such Product may be installed, the provision of such advice or assistance shall not subject SEL to any liability. SEL shall not be liable for any claims or losses resulting from any unauthorized access to Products. Buyer confirms that it has read the manuals and instructions for use of Products (or that it will do so) and shall not install or operate Products unless Buyer is competent to do so. Buyer shall indemnify, defend and hold harmless SEL and all related parties from and against any claims, demands, causes of action, losses, costs and expenses, including without limitation legal fees and other costs, arising directly or indirectly from the acts or omissions of Buyer, its officers, employees, agents or representatives, including without limitation (i) Buyer’s modification or integration of any Product, (ii) Buyer’s specifications, (iii) Buyer’s relay settings, which may or may not be based on relay setting examples or guides from SEL, (iv) any changes made by Buyer or others related to design documents produced by SEL, (v) any unauthorized use or reuse of the designs, drawings, plans and specifications furnished by SEL, (vi) Buyer’s failure to fully utilize the password protection available in any Product (including without limitation Buyer’s failure to use passwords or to change default passwords to unique Buyer DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Proposal #: SELPANEL0722/20 Rev 0 SEL PROPRIETARY INFORMATION Denton Municipal Electric © 2020 by Schweitzer Engineering Laboratories, Inc. November 25, 2020 All rights reserved. Page 11 passwords) or (vii) any breach of these Terms by Buyer. Buyer shall obtain advance consent from SEL prior to using any Products in connection with any nuclear facility or activity located outside of the United States. Buyer shall maintain commercially reasonable insurance (including waiver of subrogation) against liability and property damage, including without limitation all standard commercial, environmental and, for any Products used in connection with any nuclear facility or activity, nuclear incident insurance. SEL shall maintain for its protection the following insurance coverage: (i) Worker’s Compensation, Employer’s Liability and other statutory insurance required by law with respect to work related injuries or disease of employees of SEL in such form(s) and amount(s) as required by applicable laws; (ii) Automobile Liability insurance with a combined single limit of $2,000,000 per occurrence, $4,000,000 annual aggregate; and (iii) Commercial General Liability or Public Liability insurance for bodily injury and property damage with a combined single limit of $2,000,000 per occurrence, $4,000,000 annual aggregate. Upon request, SEL will provide a certificate of insurance reflecting such coverage. 7. Patent Indemnity. SEL shall defend any action brought against Buyer based on a claim that any Product as provided by SEL infringes any United States patent, and SEL shall pay any award or settlement recovered against Buyer in any such action and shall reimburse Buyer for reasonable costs incurred by Buyer in the defense of any such action, provided that Buyer gives SEL prompt notice of such action, reasonable assistance in the defense thereof and full opportunity to control all aspects thereof, including settlement, and does not take any position adverse to SEL in connection with such action. In the event such Product is held to constitute infringement and use of the Product is enjoined (or SEL foresees a substantial risk of such event), SEL shall, at its sole discretion, exchange the Product with a non-infringing Product, acquire the right for Buyer to continue using it, modify it so that it becomes non-infringing or repurchase it from Buyer for a fair portion of the original price. SEL shall not be liable for damages that arise after SEL offers one of the foregoing remedies in good faith. SEL shall not be liable for any patent infringement claim arising from any custom Product, modification of any Product, integration of any Product not as intended by SEL, or integration of any Product with any non-SEL product, and Buyer shall fully indemnify, defend and hold harmless SEL and all related parties from and against any such patent infringement claim. 8. Transfer to End-User Other Than Buyer. Prior to resale of any Product, Buyer shall obtain written authorization from SEL for any such resale. To obtain such authorization, Buyer shall provide SEL, initially and on an ongoing basis, with complete and accurate end-user data for each Product. Buyer shall provide the end-user of each Product with all product notices, warnings, instructions, recommendations, bulletins and similar materials provided directly or indirectly by SEL. In the event Buyer transfers to a third party any Product or any right or interest therein, Buyer shall indemnify, defend and hold harmless SEL and all related parties from and against any claims against SEL in excess of any SEL obligations under these Terms by such transferee or any other party. Any assignment or transfer of any Product without prior written authorization from SEL shall void the SEL warranty. Buyer acknowledges that all commodities, software or technology (collectively “Items”) provided by SEL are subject to US export jurisdiction and agrees to comply with all applicable import and export laws, rules and regulations regarding the transfer of any such Items, including but not limited to, the US Export Administration Regulations 15 C.F.R. Parts 730-774. Buyer shall obtain prior authorization from the U.S. Department of Commerce or any other applicable government entities prior to the export, re-export, transfer, diversion or disclosure any Items provided hereunder, or any direct product thereof, to any destination, end-use or end-user which is restricted or prohibited by US or other applicable laws. Buyer also agrees to comply with US anti-boycott laws and regulations when exporting Items. Buyer warrants that the shipping information is true and accurate to the best of their knowledge. The attempted assignment or transfer by Buyer of these Terms or any rights or duties hereunder without prior written consent of SEL shall not relieve Buyer of any obligations to SEL. 9. Contract Variations. If Buyer requires approval of drawings, such approval must be received by SEL no later than ten (10) working days after submittal of drawings by SEL to Buyer. Buyer’s failure to comply with this requirement may result in additional costs and delays, which shall be Buyer’s sole responsibility. Where Buyer’s specifications lack sufficient detail, SEL reserves the right to design Products in accordance with good commercial practice, as determined at the sole discretion of SEL. Changes in scope or modification of Services will result in the contract amount and schedule being equitably adjusted. SEL is not obligated to proceed with any change until both parties agree upon such change in writing. SEL shall be entitled to an equitable adjustment in the price and schedule in the event of any changes in the law or engineering standards impacting SEL’s obligations or performance under this Agreement. Any order may be terminated by Buyer upon written notice and payment of Cancellation Charges. Any order delayed at Buyer’s request shall be subject to the prices and Terms in effect at the time of release of such delay. Any such order delayed beyond a reasonable period (as determined in SEL’s sole discretion) shall be treated as a Buyer’s termination, and will be subject to Cancellation Charges equal to 25% of the order price (including for SEL systems and control enclosure structure). When Products are DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Proposal #: SELPANEL0722/20 Rev 0 SEL PROPRIETARY INFORMATION Denton Municipal Electric © 2020 by Schweitzer Engineering Laboratories, Inc. November 25, 2020 All rights reserved. Page 12 ready for shipment and shipment cannot be made due to Buyer’s request, SEL shall submit an invoice for such Products payable upon receipt thereof and shall store such Products on Buyer's behalf. In such event, title and risk of loss shall pass to Buyer upon moving such Products to storage, and all expenses incurred by SEL in connection with such storage, including without limitation demurrage, cost of preparation for storage, storage charges, insurance (if SEL chooses, at its sole discretion, to purchase such insurance) and handling charges, shall be payable by Buyer upon submission of invoices by SEL. 10. Governing Law and Dispute Resolution. The laws of the State of Washington, USA, excluding conflict of laws principles, shall govern these Terms. The parties reject any applicability of the United Nations Convention on Contracts for the International Sale of Goods. Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the arbitration award may be entered in any court of competent jurisdiction. Arbitration shall be held in Seattle, Washington, or another location agreed upon by the parties, and shall be conducted in English. The prevailing party to any dispute shall be entitled to recover legal fees and other costs (including without limitation arbitration fees, disbursements, and collection costs). 11. Miscellaneous. These Terms, including the SEL Software License Agreement, SEL sales order acknowledgement, and SEL University Terms and Conditions constitute the entire agreement between SEL and Buyer, and supersede any prior or contemporaneous verbal or written agreements, negotiations, commitments, representations or correspondence between the parties, including without limitation any terms on any purchase order form. SEL rejects any representation, express or implied warranty, course of performance or dealing, trade usage or any different or additional terms not set forth herein. SEL reserves the right to modify or revoke any quote or order to comply with applicable laws and market conditions. Any notice pursuant to these Terms shall be deemed given when sent by registered mail, certified mail (return receipt requested), or overnight delivery to an authorized officer at the address listed on the SEL sales order acknowledgment or, if no such address is provided, at the registered headquarters of the other party, or when faxed to 1- 509-336-7920 or emailed to legal@selinc.com (receipt confirmed). All rights and duties hereunder shall be for the sole and exclusive benefit of Buyer and SEL, and not for the benefit of any other party. SEL may perform its obligations hereunder personally, or through one or more of its affiliates, although SEL shall nonetheless be solely responsible for the performance. SEL may assign or novate its rights and obligations under the Contract, in whole or in part, to any of its affiliates or may assign accounts receivable to any party without Buyer’s consent. Buyer agrees to execute any documents necessary to complete Seller’s assignment or novation. SEL may subcontract portions of the work so long as SEL remains responsible for the work. Buyer shall notify SEL immediately upon any change in ownership of more than fifty percent (50%) of Buyer’s voting rights or of any controlling interest in Buyer. No failure or delay by either party in exercising any right or remedy or insisting upon strict compliance by the other party with any obligation in these Terms, shall constitute a waiver of any right thereafter to demand exact compliance with these Terms. The invalidity, in whole or part, of any provision in these Terms shall not affect the remainder of such provision or any other provision and, where possible, shall be replaced by a valid provision that effects as close as possible the intent of the invalid provision. Neither party shall be liable for failure to perform or delay in performance of any obligation under these Terms (except payment of amounts already due and owing) where such failure or delay results from any event beyond its reasonable control. DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Change Order Date December 14, 2020 Change Order Number 2 Customer Contact Name Donna Anderson SEL Project Manager Erick Sanchez Customer Denton Municipal Electric End User City of Denton SEL Project/Part Number 200458 Customer PO/Project Number PO#: 195026 SEL Proposal SELPANEL0242/20 Project Name Brinker Substation $ 230,220.00 $ - $ 5,700.00 $ 235,920.00 February 5, 2021 February 5, 2021 December 14, 2020 DDP (Date) (Title) Incoterms Customer agrees to revise the purchase order to reflect the changes described in this Change Order. SEL will implement changes to scope and schedule upon customer approval. All other terms, conditions, and provisions of the original purchase order shall remain unchanged. Authorization Schweitzer Engineering Laboratories, Inc. Project Change Order Clarifications and Exceptions Cost Impact Change Order Description Change Order 1 This change order is issued to capture the scope, schedule and cost impacts associated with the changes requested below: Material Added: (12) ULTRASAFE FUSEHOLDER (33) FAST ACTING CLASS CC (31) BNC FEM-FEM CONNECTOR (144) DIN RAIL ADAPTER (21) STAINLESS STEEL CONTACT P (21) DUPLEX RECEPT. 15A, 120V (21) SINGLE GANG UNIVERSAL WEA (2) FMS 10 POLE TEST SWITCHES (2) TYPE FMS TEST SW 10 POLE (21) C953-006 (10) 240-1802 (53) C953-003 (15) C953-009 Labor added: Labor, manufacturing and administrative hours are included on this CO. Original PO Value Total amount from previous approved Change Orders Proposed amount from this Change Order Total All quoted prices are exclusive of any sales, use, value-added, or similar taxes, which will be added, if applicable, at the statutory rate(s) at the time of invoicing. Schedule Impact Original project completion date Updated project completion date Change Order approval due date (Name) Confidentiality Notice: The information contained in this query is privileged and confidential information and is intended solely for the use of the individual or entity to whom it is addressed. If you are not the intended recipient or the person responsible for delivering the material to the intended recipient you are hereby notified that any dissemination, disclosure, copying or distribution of this communication is strictly prohibited. If you received this communication in error, please notify us immediately by telephone and destroy this material accordingly. SEL © 2020 by Schweitzer Engineering Laboratories, Inc., Inc. (All rights reserved) SEL PROPRIETARY INFORMATION (Signature) 12-15-2020 DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C City of Denton To whom it may concern: Regarding your PO# 195026 for Brinker substation panels, SEL confirms that the terms and conditions for Change Order #1 with a value of $13,070 USD and Change Order #2 with a value of $5,700 USD are per executed RFP# 7428 for Schweitzer Engineering Laboratories, Inc. and The City of Denton dated November 10, 2020. If you require additional information do not hesitate to contact us. Edgar J. Torres, MBA Lead Sales Engineer - SEL Enclosures Schweitzer Engineering Laboratories 901 Center Park Drive, Charlotte, NC 28217 Phone: 704-504-4112 Cell: 980-322-3674 edgar_torres@selinc.com Enclosures@selinc.com DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government 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: 61491980-1720-4F53-A88E-1B3486DD285C Schweitzer Engineering Laboratories, Inc N/A N/A 12/21/2020 X Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance $!! " ! ##%&" ! !! $"## " %! DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND SCHWEITZER ENGINEERING LABORATORIES, INC. (Contract #7428) THIS CONTRACT is made and entered into this date _______________________, by and between Schweitzer Engineering Laboratories, Inc. a Washington Corporation whose address is 2350 NE Hopkins Court, Pullman, WA 99163, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City’s RFP #7428 – Supply of Protective Relay Panels for Brinker Substation, 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 #7428– Supply of Protective Relay Panels for Brinker Substation (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) Supplier’s Proposal. (Exhibit "E"); (f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 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 agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. 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 agreement in the year and day first above written. SUPPLIER BY: ______________________________ AUTHORIZED SIGNATURE Printed Name:_______________________ Title:______________________________ __________________________________ PHONE NUMBER __________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: ________________________________ TODD HILEMAN CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT #$ % "#! #"" $!) % ($#& &% "&#"#'"&$ &$ DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 Exhibit A Special Terms and Conditions 1. The Quantities The quantities indicated on Exhibit E are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 2. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to purchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplier’s expense. Products that have been installed will be replaced at the supplier’s expense. 3. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer’s representative as needed by the City. 4. Contract Terms The contract will be effective from date of award, Notice to Proceed or Purchase Order, as determined by the City of Denton Purchasing Department, and shall automatically expire upon the completion of the work or receipt of the materials, and acceptance by the City of Denton. 5. Price Escalation and De-escalation Unit pricing shall include all fees and costs to provide the goods and services to the City. Unit pricing for goods shall include delivery costs, F.O.B. Destination. Only firm pricing with no escalation will be accepted for these goods or services. 6. Total Contract Amount The contract total shall not exceed $230,220. Pricing shall be per Exhibit E attached. 7. Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 8. 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: x Delivery beyond contracted lead times x Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 Exhibit B City of Denton’s RFP #7428 Supply of Protective Relay Panels for Brinker Substation (on file at the office of the Purchasing Agent) DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. It is understood that audit requirements will not include the release of any proprietary rates, pricing processes, nor overhead and general administrative rates. Audit information will be limited to time and material expense for the project in question. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. 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. DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be for ten (10) years for all Contractor products from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If any Product fails to conform to this warranty, the City properly notifies Contractor of such failure and the City returns the Product to Contractor’s factory for diagnosis (and pays all expenses for such return), Contractor shall correct any such failure by, at its sole discretion, either repairing any defective or damaged Product part(s) or making available any necessary replacement part(s) or Product(s). Contractor will pay the freight to return the Product to the City (Carriage Paid to (CPT) customer’s place of business). If Contractor is unable or unwilling to repair or replace, Contractor and the City shall negotiate an equitable resolution such as a prorated refund or credit to the City’s account. Any Product repair or upgrade shall be covered by this warranty for the longer of one (1) year from date of repair or the remainder of the original warranty period. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. F. The sole and exclusive warranties for any software are set forth in the Contractor’s Software License Agreement. This warranty is conditioned upon proper storage and shall be void in its entirety if the City modifies Products without prior written consent to and subsequent approval of any such modifications by Contractor or uses Products for any applications that require product listing or qualification not specifically included in the Contractor written quotation or proposal. G. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS WARRANTY SHALL BE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), EXCEPT WARRANTY OF TITLE AND AGAINST PATENT INFRINGEMENT. Contractor shall, whenever possible, pass the original manufacturer warranty to the City for non-Contractor products. DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. Intentionally Deleted. TERMINATION WITHOUT CAUSE: 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. C. In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall the Contractor be liable to the City or the City’s insurers for any loss or damage for an amount exceeding the contract price. In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall Contractor be liable for any special, consequential, incidental, liquidated or punitive damages, including without limitation any loss of profit or revenues, loss of use of Products or associated equipment, damage to associated equipment, cost of capital, cost of substitute products, facilities, services or replacement power, downtime costs or claims of the City’s customers for such damages. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. It is understood that the Contractor shall only list the City as additional insured if the Contractor will be on-site. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, title, and interests in and to the items listed in Exhibit D, except for software (including firmware) which is licensed to the City. The City shall not challenge the validity of any of the Contractor’s intellectual property, including without limitation any trademarks, service marks, trade dress, patents, copyrights, trade secrets or licenses. The City acknowledges that the Contractor’s intellectual property is the sole property of the Contractor. By sale of Products or Services to Buyer, the Contractor does not transfer any of the Contractor’s intellectual property rights (including without limitation rights to designs or other work product). The City shall not remove or alter any trademarks, service marks or trade dress that identify the Contractor, nor use any trademarks, service marks, trade dress or any other intellectual property that, in the sole discretion of the Contractor, is confusingly similar to those of the Contractor. Any software (including firmware) included with Products is owned by the Contractor (or its licensors) and is licensed, not sold, to the City. The City may use such software only with Products and only as intended by the Contractor. All software shall be provided subject to the then-current Contractor Software License Agreement. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation 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. DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Contract 7428 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: 61491980-1720-4F53-A88E-1B3486DD285C Line # Description QTY UOM Unit Delivery ARO (Weeks) 1 2 SECTION I - Unit Pricing: Pricing shall be quoted to include all costs, with shipping F.O.B. Destination. 3 BUS A DIFFERENTIAL PANEL 1 EA $12,278.00 12 4 BUS B DIFFERENTIAL PANEL 1 EA $12,278.00 12 5 BUS C DIFFERENTIAL PANEL 1 EA $12,278.00 12 6 BUS D DIFFERENTIAL PANEL 1 EA $12,278.00 12 7 BREAKER 4010 WOODROW LINE DIFFERENTIAL PANEL 1 EA $11,644.00 12 8 BREAKER 4020 CONTROL PANEL 1 EA $10,139.00 12 9 BREAKER 4030 CONTROL PANEL 1 EA $9,125.00 12 10 BREAKER 4040 SPENCER INTERCHANGE LINE DIFFERENTIAL PANEL 1 EA $11,644.00 12 11 BREAKER 4050 CONTROL PANEL 1 EA $7,829.00 12 12 BREAKER 4110 CONTROL PANEL 1 EA $9,125.00 12 13 BREAKER 4120 CONTROL PANEL 1 EA $10,139.00 12 14 BREAKER 4130 MCKINNEY LINE DIFFERENTIAL PANEL 1 EA $11,644.00 12 15 BREAKER 4310 COOPER CREEK LINE DIFFERENTIAL PANEL 1 EA $11,644.00 12 16 BREAKER 4320 CONTROL PANEL 1 EA $7,829.00 12 17 BREAKER 4340 SPENCER INTERCHANGE LINE DIFFERENTIAL PANEL 1 EA $11,644.00 12 18 BREAKER 4350 CONTROL PANEL 1 EA $7,829.00 12 19 BREAKER 4440 CONTROL PANEL 1 EA $10,139.00 12 20 BREAKER 4450 CONTROL PANEL 1 EA $11,020.00 12 21 BREAKER 4460 SPENCER INTERCHANGE LINE DIFFERENTIAL PANEL 1 EA $11,644.00 12 22 BREAKER 4500 CONTROL PANEL 1 EA $8,805.00 12 23 BREAKER 4510 CONTROL PANEL 1 EA $8,745.00 12 24 CONTROL BUILDING #1 HMI PANEL 1 EA $5,260.00 12 25 CONTROL BUILDING #2 HMI PANEL 1 EA $5,260.00 12 26 SECTION II - Qualifications: 26.1 SEL, Inc. 26.2 San Luis Potosi, SLP, Mexico 26.3 26.4 18 26.4 26.6 200 26.7 0% 26.7 0 Total Price $230,220.00 12, SEL can do 10 weeks if ABB LEDs are sent to site to be Pricing Sheet for Supply of Protective Relay Panels for Brinker Substation The respondent shall complete the following section, which directly corresponds to the Scope of Services, Payment and Performance Relay Panel fabrication experience (years): Lead Time for Brinker Substation Panels identified in the Technical Specifications ARO (weeks): Number of similar relay panel projects shipped in the last 18 months: In the past 18 month, percentage of shipments that did not ship on time (%): In the past 18 month, average delay for shipments that did not ship on time (days): Exhibit E Supplier's Proposal Same location as above or Pullman, WA Fabricator Name Location of Fabricating Facility? City and State If the fabricator is foreign, state the name and location of the facility in the US that will be used in the event that repairs or corrections are necessary: KD Johnson / SEL DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C TEN-YEAR PRODUCT WARRANTY SEL warrants to Buyer that Products are free from defects in material and workmanship for ten (10) years after shipment for all SEL Products, including SEL-manufactured control enclosure structures and panels. Such warranty shall be for five (5) years after shipment for Fault Indicator and Sensor Division Products. This warranty is conditioned upon proper storage, installation, connection, operation and maintenance of Products, prompt written notice to SEL of any defects and, if required, prompt availability of Products to SEL for correction. This warranty shall be void in its entirety if Buyer fails to implement required Product upgrades, modifies Products without prior written consent to and subsequent approval of any such modifications by SEL or uses Products for any applications that require product listing or qualification not specifically included in the SEL written quotation or proposal. If any Product fails to conform to this warranty, Buyer properly notifies SEL of such failure and Buyer returns the Product to SEL factory for diagnosis (and pays all expenses for such return), SEL shall correct any such failure by, at its sole discretion, either repairing any defective or damaged Product part(s) or making available, freight prepaid, by SEL (Carriage Paid To (CPT) customer’s place of business) any necessary replacement part(s) or Product(s). Any Product repair or upgrade shall be covered by this warranty for the longer of one (1) year from date of repair or the remainder of the original warranty period. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS WARRANTY SHALL BE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), EXCEPT TITLE AND PATENT INFRINGEMENT. SEL shall, whenever possible, pass the original manufacturer warranty to Buyer for non- SEL products. SEL does not warrant non-SEL products, including non-SEL control enclosure structures, and non-SEL products within SEL panels, control enclosure structures and systems, and products or prototypes provided by SEL for testing, marketing, or loan purposes. SEL shall perform Services in a manner consistent with the degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. SEL shall reperform (or, at SEL’s option, pay a third party to reperform) any defective Services (including Services performed in conjunction with SEL systems) at no cost upon receipt of notice detailing the defect(s) within one (1) year of performance of the original Services. DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Exhibit F DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Certificate Of Completion Envelope Id: 777DBC56777B4066B8B23C6366E674F2 Status: Completed Subject: Please DocuSign: City Council Contract 7428 RFP - Relay Panels for Brinnker Substation Source Envelope: Document Pages: 29 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 1 Laura Hermosillo AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 laura.hermosillo@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 10/16/2020 10:50:35 AM Holder: Laura Hermosillo laura.hermosillo@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Laura Hermosillo laura.hermosillo@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 10/16/2020 11:06:47 AM Viewed: 10/16/2020 11:07:49 AM Signed: 10/16/2020 11:07:52 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 10/16/2020 11:07:54 AM Viewed: 10/16/2020 11:20:04 AM Signed: 10/16/2020 11:22:09 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 10/16/2020 11:22:12 AM Viewed: 10/19/2020 9:11:58 AM Signed: 10/19/2020 9:15:00 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jeremy Nickels ellie_bogar@selinc.com VP of Finance Schweitzer Engineering Laboratories, Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 74.117.212.49 Sent: 10/19/2020 9:15:03 AM Viewed: 10/19/2020 10:30:44 AM Signed: 10/19/2020 11:48:57 AM Electronic Record and Signature Disclosure: Accepted: 10/19/2020 10:30:44 AM ID: 5a1e67fa-bd92-4792-9a6c-5bb2ea665843 DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Signer Events Signature Timestamp Antonio Puente, Jr. Antonio.Puente@cityofdenton.com Exec Mgr of Utilities Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 10/19/2020 11:49:01 AM Viewed: 10/19/2020 12:00:40 PM Signed: 10/19/2020 12:01:08 PM Electronic Record and Signature Disclosure: Accepted: 10/19/2020 12:00:40 PM ID: 9f252ded-49b4-4d5d-86c9-61fc16efe3c1 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 10/19/2020 12:01:13 PM Viewed: 11/11/2020 10:01:59 AM Signed: 11/11/2020 10:02:27 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.184.93.41 Sent: 11/11/2020 10:02:30 AM Viewed: 11/11/2020 10:38:45 AM Signed: 11/11/2020 10:38:51 AM Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/11/2020 10:38:55 AM Viewed: 11/11/2020 1:24:01 PM Signed: 11/11/2020 1:24:31 PM Electronic Record and Signature Disclosure: Accepted: 11/11/2020 1:24:01 PM ID: 0bd129b0-175e-4e16-aab4-d5d97d1d7409 In Ierson Signer Events Signature Timestamp Editor DeliverI Events Status Timestamp Igent DeliverI Events Status Timestamp IntermediarI DeliverI Events Status Timestamp Certified DeliverI Events Status Timestamp CarIon CopI Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 10/16/2020 11:07:54 AM Electronic Record and Signature Disclosure: DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C CarIon CopI Events Status Timestamp Not Offered via DocuSign Edgar Torres edgar_torres@selinc.com edgar_torres@selinc.com Vice President of Finance Security Level: Email, Account Authentication (None) Sent: 10/19/2020 9:15:03 AM Viewed: 10/19/2020 10:10:02 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 10/19/2020 12:01:13 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolina Parker zolina.parker@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 11/11/2020 1:24:35 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mark Zimmerer Mark.Zimmerer@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 11/11/2020 1:24:37 PM Viewed: 11/11/2020 1:47:42 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Iitness Events Signature Timestamp IotarI Events Signature Timestamp Envelope SummarI Events Status Timestamps Envelope Sent Hashed/Encrypted 10/16/2020 11:06:47 AM Certified Delivered Security Checked 11/11/2020 1:24:01 PM Signing Complete Security Checked 11/11/2020 1:24:31 PM Completed Security Checked 11/11/2020 1:24:37 PM IaIment Events Status Timestamps Electronic Record and Signature Disclosure DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. %#"!"#!!%&#$"$&##%"! #%$#%"# '$ !%"!"&!%#" !"$"$ DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. DocuSign Envelope ID: 61491980-1720-4F53-A88E-1B3486DD285C Certificate Of Completion Envelope Id: 6149198017204F53A88E1B3486DD285C Status: Completed Subject: Please DocuSign: **Purchasing Approval **File 7428, Amendment 1 Source Envelope: Document Pages: 56 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Christa Christian AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 12/18/2020 4:21:14 PM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 12/18/2020 4:29:20 PM Viewed: 12/18/2020 4:29:29 PM Signed: 12/18/2020 4:31:16 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: 12/18/2020 4:31:19 PM Viewed: 12/21/2020 8:40:31 AM Signed: 12/21/2020 8:40:53 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Joseph Nestegard selcontracts@selinc.com ES Director SEL ES Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 208.87.233.180 Sent: 12/21/2020 3:16:14 PM Viewed: 12/21/2020 3:16:46 PM Signed: 12/21/2020 3:23:40 PM Electronic Record and Signature Disclosure: Accepted: 12/21/2020 3:16:46 PM ID: 99000a78-f3a5-4144-a006-df21c77364c6 Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 12/21/2020 3:23:43 PM Viewed: 12/21/2020 3:34:51 PM Signed: 12/21/2020 3:34:58 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Antonio Puente, Jr. Antonio.Puente@cityofdenton.com Exec Mgr of Utilities Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 174.197.74.106 Signed using mobile Sent: 12/21/2020 3:35:01 PM Viewed: 12/21/2020 3:37:38 PM Signed: 12/21/2020 3:38:01 PM Electronic Record and Signature Disclosure: Accepted: 12/21/2020 3:37:38 PM ID: f601fd82-7580-47d7-8235-525582e8f20c Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 12/21/2020 3:38:04 PM Viewed: 12/22/2020 7:43:31 AM Signed: 12/22/2020 7:43:41 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Edgar Torres edgar_torres@selinc.com Vice President of Finance Security Level: Email, Account Authentication (None) Sent: 12/21/2020 9:32:26 AM Viewed: 12/21/2020 9:39:15 AM Electronic Record and Signature Disclosure: Accepted: 12/21/2020 8:47:48 AM ID: 7a6b0434-3379-43dc-bff8-b21ac002cc3c Ellie Bogar ellie_bogar@selinc.com Security Level: Email, Account Authentication (None) Sent: 12/21/2020 3:16:15 PM Electronic Record and Signature Disclosure: Accepted: 12/21/2020 10:08:04 AM ID: ef10b47a-e9dd-494e-a1a8-1369c7f3c38a Donna K Anderson Donna.Anderson@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 12/22/2020 7:43:43 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/22/2020 7:43:44 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/18/2020 4:29:20 PM Certified Delivered Security Checked 12/22/2020 7:43:31 AM Signing Complete Security Checked 12/22/2020 7:43:41 AM Completed Security Checked 12/22/2020 7:43:44 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Joseph Nestegard, Antonio Puente, Jr., Edgar Torres, Ellie Bogar How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.