ANNUAL TREE PURCHASE-5933-Award/Ordinance/Pricing
Docusign City Council T ransmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Granicus #
Ordinance #
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5933 RFP
Jody Word
ANNUAL TREE PURCHASE FOR THE CITY OF DENTON
11/17/15
RFP# 5933
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AN FANNIN TREE FARM SALES, LLC
(RFP 5933 )
THIS CONTRACT is made and entered into this date ______________________, by
and between Fannin Tree Farm Sales, LLC a corporation, whose address is 15700 State Highway
121, Frisco, TX 75035 , hereinafter referred to as "Contractor," and the CITY OF DENTON,
TEXAS , a home rule municipal corporation, hereinafter referred to as "City," to be effective upon
approval of the Denton City Council and subsequent execution o f 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
Su pplier shall provide products and /or services in accordance with the City’s document
RFP 5933 – Annual Tree Supply for the City of Denton , a copy of which is on file at the office of
Purchasing Agent and incorporated herein for all purposes . The Contract consists of this written
agreement and the following items which are attached hereto and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) Request for Proposal #5933 (Exhibit “B” on File at the Office of the Purchasing
Agent);
(c) City of Denton Standard Terms and Conditions (Exhibit “C ”);
(d) Insurance Requirements (Exhibit “D ”);
(e) Form CIQ – Conflict of Interest Questionnaire (Exhibit "E ");
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 i n the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
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RFP# 5933
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
FANNIN TREE FARM SALES, LLC
BY: ________________________________
AUTHORIZED SIGNATURE
Date: ___________________________
Name: __________________________
Title: __________________________
__________________________
P HONE NUMBER
__________________________
EMAIL ADDRESS
CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY BY:
GEORGE C. CAMPBELL, CITY MANAGER
BY: __________________________________ Date:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: __________________________________
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972-747-9233
Fannn Tree Farm Sales, LLC
10/28/2015
Owner/Manager
brian@fannintreefarm.com
11/24/2015
RFP# 5933
Exhibit A
Special Terms and Conditions
Total Contract Amount
The contract total for services shall not exceed $450 ,000. Pricing shall be per Exhibit E attached.
Contract Terms
The contract term will be three (3) years, effective from date of award or notice to proceed as
determined by the City of Denton Purchasing Department.
The con tract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, from the date of award by City Council, unless either party
notifies the other prior to the scheduled renewal date. At the sole optio n of the City of Denton, the
contract may be further extended as needed, not to exceed a total of six (6) months.
Price Escalation and De -escalation
The City will implement an escalation/de -escalation price adjustment annually . The escalation/de -
escalation will be based upon manufacturer published pricing sheets to the vendor. The price will
be increased or decreased based upon the annually percentage change in the manufacturer’s price
list. The price adjustment will be deter mined annually from the award date. Should the change
exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall
be adjusted in accordance with the published price change. It is the supplier or the Cities
responsibili ty to request a price adjustment annually in writing. If no request is made, then it will
be assumed that the bid price will be in effect. The supplier must submit or make available the
manufacturers pricing sheet used to calculate the bid proposal, to pa rticipate in the
escalation/de -escalation clause.
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Exhibit C
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton’s contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
be in writing and signed by a representative of the City’s Procurement Department and the
Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitatio n 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 timel y 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 D ATE/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 num ber 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 PROHIBI TED : The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5. TITLE & RISK OF LOSS : Title to and risk of loss of the deliverables shall pass to the City
only when the City actually receives and accepts the deliverables.
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6. DELIVERY TERMS AND TRANSPORTATION CHARGES : Deliverables shall be
shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and
Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include
all delivery and transportation charges. T he 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 Cont ractor’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 consti tute 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
wit hin 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 an d 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
es sential 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 obli gations 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 perfor mance
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
del ivering 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 alcoho lic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
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C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant R esponsibility 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, stat e, 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 o f 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 deli veries 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 D epartment’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 t o 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 re ly 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 ot her authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount.
The City will furnish a tax exemption certificate upon request.
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13. PAYMENT :
A. All proper invoi ces 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 paym ent 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 de livery, 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. failu re of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City’s agents, employees or contractors,
which is not covered by insurance required to be provided by the Contractor;
v . reasonable evidence that the Contractor’s obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to cover
actual or liquidated damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, 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
elect ronic 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 e xtent 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 ye ar 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 cont ractor 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 t he contractor in traveli ng to and from City
facilities s hall not be reimbursed, unless otherwise negotiated.
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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
c ompliance 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 y et 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
und er 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 su ppliers, 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 D enton. 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 whic h must be payable within five (5) business days of
receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City’s sole discretion, grounds for termination there of. 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 docu ment.
18. SUBCONTRACTORS :
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
Awards and Expenditures Report to the Procurement Manager, no l ater than the tenth calendar day
of each month.
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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
C ontract, 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 i n
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 amo unts 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 Subcontr actor 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, communicat ion, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the
Contractor, or o therwise recover, any amounts paid for items in excess of the Contractor's current
prices on orders by others for like deliverables under similar terms of purchase.
20. WARRANTY – TITLE : The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
claims, security interests and encumbrances. The Contractor shall indemnify and hold the City
harmless from and against all adverse title claims to th e deliverables.
21. WARRANTY – DELIVERABLES : The Contractor warrants and represents that all
deliverables sold the City under the Contract shall be free from defects in design, workmanship or
manufacture, and conform in all material respects to the specifi cations, 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.
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B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law; and any attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the date of acceptance of the deliverables or from the date of acceptance of any replacement
deliverables. If during the warranty period, one or more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables,
or replace the non -conforming deliverables with fully conforming deliverables, at the City’s option
and at no additional cost to the City. All costs incidental to such repair or replacement, including
but not limited to, any packaging and shipping costs shall be bor ne exclusively by the Contractor.
The City shall endeavor to give the Contractor written notice of the breach of warranty within
thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice
shall not impair the City’s rights under this section.
D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming
deliverables as required by the City, then in addition to any other available remedy, the City may
reduce the quantity of deliverables it may be required to purchase under the Contract from the
Contractor, and purchase conforming deliverables from other sources. In such event, the
Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate
manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to
the City. If for any reason th e manufacturer’s warranty cannot be fully transferred to the City, the
Contractor shall assist and cooperate with the City to the fullest extent to enforce such
manufacturer’s warranty for the benefit of the City.
22. WARRANTY – SERVICES : The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and workmanlike
manner in accordance with generally accepted industry standards and practices, the terms,
conditions, and cove nants 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 ef fect.
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 dem and 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 b reach 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 accordan ce 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 othe r 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.
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23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES : If,
instead of requiri ng 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 d etermination 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, d emand 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 Co ntract.
25. STOP WORK NOTICE : The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.
Upon notification, the Contractor will cease all work until notified by the City that the violation or
unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the
City as a result of the issuance of such Stop Work Notice.
26. DEFAULT : The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to
the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
days, unless otherwise specified, after th e 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
av ailable 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, co urt 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 C ontractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by
law.
28. TERMINATION WITHOUT CAUSE : The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such exceptions, i f any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior to
the dat e of termination in accordance with the terms hereof.
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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
Contra ct 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 cos t 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 C ontractor 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,
c ivil 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. INDEMNIT Y :
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for: (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents,
officers, employees and subcon tractors; 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 impo sed
strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHT S 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.
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32. INSURANCE : The following insurance requirements are applicable, in addition to the speci fic
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 wit hin 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 th e 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 Contra ctor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve or decrease the liability of the Contractor hereunder and shall not be constru ed
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 subcontrac tors’ 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’ compensatio n coverage written by the Texas Workers’ Compensation
Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation numbe r and the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The “other” insurance clause shall not apply to the City where the City is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without
expense, to review certified copies of policies and endorsements thereto and may make any
reasonable requests for deletion or revision or modification of particular policy terms,
conditions, limitations, or exclusions except where policy provisions are established by law
or regulations binding upon either of the parties hereto or the underwriter on any such
policies.
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x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to make reasonable adjus tments 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 Contr actor.
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
ret entions, 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 aggregat e 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 liab ility 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 conce rns the Contract, or which could have a material adverse affect on the
Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor. Such no tice 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 not ices, 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 Re ceipt 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 Ma nager.
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 mar ked 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 o peration of
the deliverables and the Contractor does not know of any valid basis for any such claims. The
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Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and
against all liability, damages, and costs (including cou rt 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 it s 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 r ight 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, Contrac tor may
require access to certain of the City’s and/or its licensors’ confidential information (including
inventions, employee information, trade secrets, confidential know -how, confidential business
information, and other information which the City or its licensors consider confidential)
(collectively, “Confidential Information”). Contractor acknowledges and agrees that the
Confidential Information is the valuable property of the City and/or its licensors and any
unauthorized use, disclosure, dissemination , or other release of the Confidential Information will
substantially injure the City and/or its licensors. The Contractor (including its employees,
subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information
in st rict 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 I nformation 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 circumstanc es be at
least reasonable measures to ensure the continued confidentiality of the Confidential Information.
38. OWNERSHIP AND USE OF DELIVERABLES : The City shall own all rights, titles, and
interests throughout the world in and to the deliverables.
A. Pate nts. As to any patentable subject matter contained in the deliverables, the Contractor agrees
to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its em ployees to assign the entire right,
title, and interest to specific inventions under such patentable subject matter to the City and to
execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
agrees that upon their creation, such deliver ables shall be considered as work made -for -hire by the
Contractor for the City and the City shall own all copyrights in and to such deliverables, provided
however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any
suc h deliverables arising by virtue of the City’s sole or joint authorship of such deliverables.
Should by operation of law, such deliverables not be considered works made -for -hire, the
Contractor hereby assigns to the City (and agrees to cause each of its em ployees providing services
to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all
worldwide right, title, and interest in and to such deliverables. With respect to such work made -
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for -hire, the Contractor agrees to exec ute, acknowledge, and deliver and cause each of its
employees providing services to the City hereunder to execute, acknowledge, and deliver a work -
made -for -hire agreement, in a form to be reasonably approved by the City, to the City upon
delivery of such d eliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths ,
assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection, mask work registration, trademark registration and/or
protection, letters patent, or any similar rights in any an d all countries and in order to assign and
convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and
deliver (or cause t o be executed, acknowledged, and delivered) instruments or papers such as those
described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract
with respect to such deliverables. In the event the City should not seek to obtain copyright
protection, mask work registration or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information
under the terms of Paragraph 37 above.
39. PUBLICATIONS : All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40. ADVERTISING : The Contractor shall not advertise or publish, without the City’s prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES : The Contra ctor 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 establis hed 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 liabili ty and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES : The City may, by written notice to the Contractor, cancel the Contract without
liab ility 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 t reatment 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. Any
willful violation of th is 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 Contracto r shall render the
Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of
Interest Questionnaire.
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44. INDEPENDENT CONTRACTOR : The Contract shall not be construed as creating an
employer/employee relationship, a part nership, 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
t he 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 successor s 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 shal l 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 Co ntract.
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 b y 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 impl ied 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 term s 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 p arty, 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 Sta te 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 o f 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 pu rpose 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 pro ceed directly to
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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 negoti ation 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 Resolutio n 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 the ir own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE : The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues ar ising 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 r ight 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 en forceability 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 provis ion 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 en tire 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, exclu ding 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.
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53. SURVIVABILITY OF OBLIGATIONS: All provisions of the C ontract 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 CE RTIFICATION:
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 Contr act with the City, the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Proc urement 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, 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 c omponents 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 d oes 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 manufacture d 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, m aterials, 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 Amer ican Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
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C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consi der for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list .
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
57. RIGHT TO INFORMATION : The City of Denton reserves the right to use any and all
information presented in any response to this contract , whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXE S: 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 RATE S: 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 Determination s 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 Re spondent
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 benefi ts 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 wit h 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
stand ard 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' Compen sation 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 GOVERN MENT PROPERTY: The
Respondent shall be liable for all damages to government -owned, leas ed, 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 th e City of Denton Procurement Manager in writing of any
such damage within one (1) calendar day.
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64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the
Respondent will be excused from any fur ther 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 wi thout 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
circums tances 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, fail ure, 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 C ontract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREI GN 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 re solved, 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 fede ral
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 a ny 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: 84F5EC0B-EFEA-45C6-B562-0AD72E889C5D
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E xhibit D
INSURANCE REQUIREMENTS AND
WORKERS’ COMPENSENTATION REQUIREMENTS
Upon contract execution , all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall provide and maintain until the contracted work has been completed and accepted by
the City of Denton, Owner, the minimum insurance coverage as indicated hereinafte r.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance
including any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasi ng Department,
ask for clarification of any insurance requirements at any time; however, Contractor shall
not commence any work or deliver any material until he or she receives notification that
the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if so
noted:
Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A or better .
Any deductibles or self -insured retentions shall be declared in the proposal. If requested
by the City, the insurer shall reduce or eliminate such deductibles or self -insured retentions
with respect to the City, its officials, agents, employees and volunteers; or, the contractor
shall procure a bond guaranteeing payment o f losses and related investigations, claim
administration and defense expenses.
Liability policies shall be endorsed to provide the following:
Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusi on of more than one insured shall not operate to increase the insurer's
limit of liability.
Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled or materially changed before the
expiration date.
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Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit p roviding for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
Should any required in surance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insuran ce is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted:
[X ] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
u mbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering thi s
contract and broad form property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
Broad form con tractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
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[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic
and umbrella or excess policies. The policy will include bodily injury and property damage
liability arising out of the operation, maintenance and use of all automobiles and mobile
equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any aut o, or
all owned hired and non -owned autos.
[X ] Workers ’ Compensation Insurance
Contractor shall purchase and maintain Workers ’ Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Em ployer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured " but the insurer shall agree to waive all rights of
su brogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers ’ Compensation
Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
on an “occurrence" basis and the policy shall be issued by the same insurance company
that carries the Contractor's liability insurance. Policy lim its will be at least $5 00,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
[ ] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to the
contractor or if a contractor leases or rents a portion of a City building. Limits of not less
than each occurrence are required.
[ ] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
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[ ] Builders' Risk Insurance
B uilders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
[ ] Riggers Insurance
The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be
provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
[ ] Commercial Crime
Prov ides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a “blanket” basis to cover all employ ees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than $ each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
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ATTACHMENT 1
[X] Workers’ Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a
certificate of authority to self -insure issued by the commissio n, or a coverage
agreement (TWCC -81, TWCC -82, TWCC -83, or TWCC -84), showing statutory
workers' compensation insurance coverage for the person's or entity's
employees providing services on a project, for the duration of the project.
Duration of the proje ct - includes the time from the beginning of the work on
the project until the contractor's/person's work on the project has been
completed and accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) -
includes all persons or entities performing all or part of the services the
contractor has undertaken to perform on the project, regardless of whether
that person contracted directly with the contractor and regardless of whether
that person has employees . This includes, without limitation, independent
contractors, subcontractors, leasing companies, motor carriers, owner -
operators, employees of any such entity, or employees of any entity which
furnishes persons to provide services on the project. "Servic es" include,
without limitation, providing, hauling, or delivering equipment or materials, or
providing labor, transportation, or other service related to a project. "Services"
does not include activities unrelated to the project, such as food/beverage
ve ndors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of
classification codes and payroll amounts and filing of any overage
agreements, which meets the statutory requirements of Texas Labor Code,
Section 401.011(44) for all employees of the Contractor providing services on
the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental
entity prior to being awarded the cont ract.
D. If the coverage period shown on the contractor's current certificate of coverage
ends during the duration of the project, the contractor must, prior to the end of
the coverage period, file a new certificate of coverage with the governmental
entity s howing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project,
and provide to the governmental entity:
DocuSign Envelope ID: 84F5EC0B-EFEA-45C6-B562-0AD72E889C5D
RFP# 5933
1. a certificate of coverage, prior to that person beginning work on the
project, so the government al entity will have on file certificates of
coverage showing coverage for all persons providing services on the
project; and
2. no later than seven days after receipt by the contractor, a new certificate
of coverage showing extension of coverage, if the cove rage period
shown on the current certificate of coverage ends during the duration of
the project.
F. The contractor shall retain all required certificates of coverage for the duration
of the project and for one year thereafter.
G. The contractor shall notify t he governmental entity in writing by certified mail
or personal delivery, within 10 days after the contractor knew or should have
known, of any change that materially affects the provision of coverage of any
person providing services on the project.
H. The contractor shall post on each project site a notice, in the text, form and
manner prescribed by the Texas Workers' Compensation Commission,
informing all persons providing services on the project that they are required
to be covered, and stating how a pers on may verify coverage and report lack
of coverage.
I. The contractor shall contractually require each person with whom it contracts
to provide services on a project, to:
1. provide coverage, based on proper reporting of classification codes and
payroll amount s and filing of any coverage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all of
its employees providing services on the project, for the duration of the
project;
2. provide to the contractor, prior to that person beginning work on the project,
a certificate of coverage showing that coverage is being provided for all
employees of the person providing services on the project, for the duration
of the project;
3. provide the contractor, prior to the end of the cov erage period, a new
certificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the duration
of the project;
4. obtain from each other person with whom it contracts, and provide to th e
contractor:
a. a certificate of coverage, prior to the other person beginning work on the
project; and
DocuSign Envelope ID: 84F5EC0B-EFEA-45C6-B562-0AD72E889C5D
RFP# 5933
b. a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of the
project and for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal
del ivery, within 10 days after the person knew or should have known, of any
change that materially affects the provision of coverage of any person
providing services on the project; and
7. Contractually require each person with whom it contracts, to perform as
required by paragraphs (1) - (7), with the certificates of coverage to be
provided to the person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representin g to the governmental entity that all
employees of the contractor who will provide services on the project will be
covered by workers' compensation coverage for the duration of the project,
that the coverage will be based on proper reporting of classificat ion codes and
payroll amounts, and that all coverage agreements will be filed with the
appropriate insurance carrier or, in the case of a self -insured, with the
commission's Division of Self -Insurance Regulation. Providing false or
misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. Th e contractor’s failure to comply with any of these provisions is a breach of
contract by the contractor which entitles the governmental entity to declare the
contract void if the contractor does not remedy the breach within ten days after
receipt of notice of breach from the governmental entity.
DocuSign Envelope ID: 84F5EC0B-EFEA-45C6-B562-0AD72E889C5D
Exhibit
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 relat ionship as
defined by Section 176.001(1 -a) with a local governmental entity and the vendor meets requirements under Sec tion 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 s ection 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 7 th 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 office r 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 gov ernment 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: 84F5EC0B-EFEA-45C6-B562-0AD72E889C5D
E
X
X
n/a
n/a
10/28/2015
X
X
n/a
Certificate Of Completion
Envelope Id: 84F5EC0BEFEA45C6B5620AD72E889C5D Status: Completed
Subject: Please DocuSign: 5933-Contract for Annual Tree Supply for City of Denton-Fannin Tree Farm.pdf
Source Envelope:
Document Pages: 30 Signatures: 5 Envelope Originator:
Certificate Pages: 6 Initials: 0 Jody Word
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
jody.word@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
10/28/2015 6:52:31 AM
Holder: Jody Word
jody.word@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Jody Word
jody.word@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 10/28/2015 7:10:38 AM
Viewed: 10/28/2015 7:10:57 AM
Signed: 10/28/2015 7:11:31 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Barrett Fannin
brian@fannintreefarm.com
Owner/Manager
Fannn Tree Farm Sales, LLC
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 69.15.67.122
Sent: 10/28/2015 7:11:33 AM
Viewed: 10/28/2015 8:43:26 AM
Signed: 10/28/2015 8:44:20 AM
Electronic Record and Signature Disclosure:
Accepted: 10/20/2015 5:35:00 AM
ID: f4740d80-aab1-4f8c-861e-21be9d284f68
John Knight
john.knight@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 10/28/2015 8:44:24 AM
Viewed: 10/28/2015 8:47:53 AM
Signed: 10/28/2015 8:48:07 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Julia Klinck
julia.klinck@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 10/28/2015 8:48:10 AM
Viewed: 10/28/2015 8:52:30 AM
Signed: 11/18/2015 2:50:58 PM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Signer Events Signature Timestamp
George C Campbell
george.campbell@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 11/18/2015 2:51:03 PM
Viewed: 11/24/2015 6:45:27 AM
Signed: 11/24/2015 6:45:45 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Jennifer K Walters
jennifer.walters@cityofdenton.com
City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 11/24/2015 6:45:48 AM
Viewed: 11/30/2015 10:26:42 AM
Signed: 11/30/2015 10:26:59 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
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
Charleta Gilbreath
charleta.gilbreath@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 10/28/2015 8:44:23 AM
Viewed: 10/28/2015 8:56:18 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Julia Klinck
julia.klinck@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 10/28/2015 8:44:23 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Robin Fox
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 11/18/2015 2:51:01 PM
Viewed: 11/24/2015 7:20:24 AM
Electronic Record and Signature Disclosure:
Accepted: 10/9/2015 11:39:51 AM
ID: 04463961-03db-4c4d-9228-d660d6146ed6
Jennifer Bridges
jennifer.bridges@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 11/30/2015 10:27:02 AM
Viewed: 12/9/2015 12:06:11 PM
Carbon Copy Events Status Timestamp
Electronic Record and Signature Disclosure:
Not Offered
ID:
Teresa Abrams
Teresa.Abrams@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 11/30/2015 10:27:04 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Marshall McGee
Marshall.McGee@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 11/30/2015 10:27:06 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Jane Richardson
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 11/30/2015 10:27:08 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Notary Events Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 11/30/2015 10:27:08 AM
Certified Delivered Security Checked 11/30/2015 10:27:08 AM
Signing Complete Security Checked 11/30/2015 10:27:08 AM
Completed Security Checked 11/30/2015 10:27:08 AM
Electronic Record and Signature Disclosure
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From time to time, City of Denton (we, us or Compan y) may be required by law to provide to
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this document.
Getting paper copies
At any time, you may request from us a paper copy o f any record provided or made available
electronically to you by us. For such copies, as lo ng as you are an authorized user of the
DocuSign system you will have the ability to downlo ad and print any documents we send to you
through your DocuSign user account for a limited pe riod of time (usually 30 days) after such
documents are first sent to you. After such time, i f 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 fo llowing the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures fr om us electronically, you may at any time
change your mind and tell us that thereafter you wa nt to receive required notices and disclosures
only in paper format. How you must inform us of you r decision to receive future notices and
disclosure in paper format and withdraw your consen t to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclo sures only in paper format, it will slow the
speed at which we can complete certain steps in tra nsactions 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 a cknowledgment of your receipt of such
paper notices or disclosures. To indicate to us tha t 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 fro m us and you will no longer be able to use your
DocuSign Express user account to receive required n otices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you ele ctronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user ac count all required notices, disclosures,
authorizations, acknowledgements, and other documen ts that are required to be provided or
made available to you during the course of our rela tionship with you. To reduce the chance of
you inadvertently not receiving any notice or discl osure, we prefer to provide all of the required
notices and disclosures to you by the same method a nd to the same address that you have given
us. Thus, you can receive all the disclosures and n otices 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 imme diately above that describes the
consequences of your electing not to receive delive ry of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM
Parties agreed to: Barrett Fannin, Robin Fox
How to contact City of Denton:
You may contact us to let us know of your changes a s 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 f ollows:
To contact us by email send messages to: kevin.gun n@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 w here we should send notices and disclosures
electronically to you, you must send an email messa ge to us at kevin.gunn@cityofdenton.com
and in the body of such request you must state: you r previous e-mail address, your new e-mail
address. We do not require any other information f rom you to change your email address..
In addition, you must notify DocuSign, Inc to arran ge for your new email address to be reflected
in your DocuSign account by following the process f or 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 kevin.gunn@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 fut ure notices and disclosures in electronic
format you may:
i. decline to sign a document from within your Docu Sign account, and on the subsequent
page, select the check-box indicating you wish to w ithdraw your consent, or you may;
ii. send us an e-mail to kevin.gunn@cityofdenton.co m and in the body of such request you
must state your e-mail, full name, IS Postal Addres s, telephone number, and account
number. We do not need any other information from y ou 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 addr ess we have on file for you at that time
providing you with the revised hardware and softwar e requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive ma terials electronically
To confirm to us that you can access this informati on electronically, which will be similar to
other electronic notices and disclosures that we wi ll provide to you, please verify that you
were able to read this electronic disclosure and th at you also were able to print on paper or
electronically save this page for your future refer ence and access or that you were able to
e-mail this disclosure and consent to an address wh ere you will be able to print on paper or
save it for your future reference and access. Furth er, 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 E LECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES documen t; and
•I can print on paper the disclosure or save or sen d 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 describ ed above, I consent to receive from
exclusively through electronic means all notices, d isclosures, authorizations,
acknowledgements, and other documents that are requ ired to be provided or made
available to me by City of Denton during the cours e of my relationship with you.