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2016-12-13 Agenda with Backup
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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1272,Version:1 Agenda Information Sheet DEPARTMENT:Community and Neighborhood Services CM/ ACM:John Cabrales Date:December 13, 2016 SUBJECT Receive a report, hold a discussion, and give staff direction on a rental inspection program. BACKGROUND Inthepast,thetopicofrentalinspectionhasbeenbroughtupbyCityCouncils,citizensandstaff.Currently,a requestforarentalinspectionpresentationtoCouncilhasbeenreceived.Thepresentationwillprovide information on what the rental programs in other Metroplex cities and Texas college towns look like. Belowisasummaryoftherentalinspectiontopicasdiscussed/addressedbyCityCouncilsandCitystaffinthe past. June 2002-neighborhood preservation was identified as a strategic issue at the Council Retreat. September2003-TheCityCouncilidentifiesthefollowingitemsforreviewanddiscussionduringthe followingyear:Attractiveness&CommunityAesthetics,SustainableDevelopment,Neighborhoods, Environment, and Corridors and Entranceways. July2004-staffheldadiscussionwithCityCouncilinaWorkSessiontoidentifymajorissues: ordinances,enforcementprocess/procedures,enforcementresponsibility,andfunding.Duringthis discussion,staffalsopresentedawhitepaperonrentalpropertyissueswhichincludedageneraloverview ofrentalpropertyinDentonandregulatoryoptionsincludingarentalinspectionprogram.Staffwas directed to prepare a matrix of the issues with recommendations. At the City Council annual planning retreat, staff was directed to schedule a Work Session to address code enforcement, rental property inspections, and the appearance of corridors and entranceways. October2004-staffheldadiscussionwiththeCityCouncilinaWorkSessioninwhichamatrixof25 propertymaintenance/appearanceissueswasprovided.Includedwasalistofproposedchangestoaddress each of the issues in the matrix. Rental Inspection Program was on the list. February2005-CityCouncilWorkSession-presentationbyDarleneMullenwegandDavidMorgan(City City of DentonPage 1 of 4Printed on 12/9/2016 powered by Legistar© File #:ID 16-1272,Version:1 of Richardson) regarding re-development and enhancement of neighborhoods. June2005-TheCityCouncilWorkSession-staffpresentedinformationregardingrentalproperty inspectionsandotherrentalpropertyconcerns.ThepresentationincludedinformationonaCertificateof Occupancy program for residential occupancies, and a rental property registration program. August2005-CityCouncilRetreat-staffwasdirectedtodevelopapropertymaintenancestrategywith emphasis on rental inspection programs and code enforcement. October2005-CodeEnforcementtransferredtotheParksandRecreationDepartmentandwasassignedto the Keep Denton Beautiful Program Manager. November2005-Mayor,CouncilMembersandCitystafftouredtheCityofRichardsonandtheCityof Farmer’s Branch to discuss their neighborhood/revitalization programs. January-May2006-staffresearched,compared,andcontrastedtheInternationalPropertyMaintenance CodetoCityofDentonMaintenanceCodesandtheDentonDevelopmentCode,andresearchedand compiled information about single and multi-family rental inspection programs in other Metroplex cities. April2006-staffpresentedtotheCityCouncilapresentationentitled“StrategiesforMaintainingand RevitalizingNeighborhoods”andpresentedCouncil-requestedbenchmarkinformationfrom11Metroplex cities.Amongthemulti-yearrecommendationsprovidedtoCouncilwastodevelopamulti-familyand residential rental inspection program. TheCityCouncilaskedtheDentonChamberofCommercetoconductanassessmentoftheCity’sproperty maintenanceissues.TheChamberaskedthe2006-07LeadershipDentonClasstoadoptthisissueastheir classproject,andtheclassconductedanon-scientificsurveyofthecommunity’sthoughtsonthisissue. Their study was based on data collected in the city from November 2006 through January 2007. May-September2006-atthedirectionofTheCityCouncil,staffprovidedInternationalProperty MaintenanceCode(IPMC)informationalpresentationstothegeneralpublic,andtheCouncil.TheIPMCis apropertymaintenancecodegoverningtheupkeepofexistingbuildings,includingrentalproperties,and premises.Inthefirstfewmeetings,propertyinvestorsaswellassomecitizensobjectedtotheIPMC instead stating that existing codes needed to be more strongly enforced. April2007-theLeadershipDentonClasspresentedtheresultsoftheirsurveytotheDentonCityCouncil. Concerns about rental properties was one of the top issues in the citizen survey. November2007-aCityCouncilCodeCommitteewasformedtoaddresspropertymaintenanceordinance issues.Thiscommitteeestablishedastheirmission:Ðtoimprovethequalityoflifeandstandardofliving forallcitizensandsettoaccomplishitsmissionthroughacollaborativeprocesswherebycitystaff, Councilandcitizensofourcommunitywouldevaluateourexistingcodestodeterminetheneedfor modificationand/oradoptionofnewcodesrelatingtopropertymaintenanceissues.Ñ Threegoalswere set by this committee: o toappointaCitizensCodeCommitteetoworkwiththeCityCouncilCodeCommitteeandstaff to address problems in the city’s property maintenance regulations, City of DentonPage 2 of 4Printed on 12/9/2016 powered by Legistar© File #:ID 16-1272,Version:1 o to develop a centralized code in which all property maintenance standards would be placed, and o to discuss the issue of rental inspections. January2008-atthefirstpublicCityCouncilCodeCommitteemeeting,staffhighlightedthefindings oftheLeadershipDentoncitizensurvey,i.e.61%ofcitizen’ssurveyedexpressedconcernsaboutrental property maintenance. March 2008-the City Council Code Committee appointed a Citizens Code Committee. March2009-theCityCouncilrepealedChapter20NuisancesandadoptedtheDentonProperty Maintenance Code: Chapter 17, Articles I-XII (general nuisance and exterior premises maintenance). April2010-TheCityCouncilrepealedChapter17,ArticlesI-XII,DentonPropertyMaintenanceCode andsectionsofChapter28,BuildingsandBuildingRegulations,andadoptedtheDentonProperty MaintenanceCode,Chapter17,andArticlesI-XIII.ArticleXIIIincludedtheexteriorandinterior minimum building standards previously found in Chapter 28. Twoandahalfyearsand33meetingslater,theCityhadtakeninformationfromChapter20Nuisances, Chapter28BuildingandBuildingRegulations,someregulationsfromtheDentonDevelopmentCodeas well as from the IPMC, and rolled them into one property maintenance code. December 2011-the Council Code Committee and the Citizens Code Committee were disbanded. September2014-CommunityImprovementServices(CIS)beganperforminginteriorrentalunit inspectionsbycomplaintonly.FromSeptember1,2014-November30,2016,CIShasworked368 interior rental unit complaints. Of those complaints: o 134wereforconcernsthatwerenotaviolationofChapter17andthecaseswereclosedas‘no violation’ and o 234 were for violations of Chapter 17 232 were closed as ‘voluntary compliance’ as the violations were abated, 1 current case is open and being worked, 1citationhasbeenissued,i.e.ahealthandsafetyviolation(sewerblockage)thatwasnot addressed within the timeframe established by Chapter 17. July2016-theUNTDailyprintedanarticleinwhichstudentsexpressedconcernsaboutthelackof maintenanceintheirrentalunits.MayorProTemRodenrequestedapresentationofwhatothercitiesdoto address living conditions in rental units compared with the City of Denton. Baseduponthisrequest,22NorthTexascitiesandTexascollegecommunitiesweresurveyedtogather informationontheexistenceofrentalprograms.Incitieswithrentalprograms,staffmemberswere interviewed. Many cities also provided written information about their program. In summary, of the cities surveyed: 12 (Austin, Bedford, Carrollton, Denton, Farmer’s Branch, Frisco, Garland, Lewisville, Mesquite, Plano, Richardson, San Marcos) have both multi-family and residential programs, City of DentonPage 3 of 4Printed on 12/9/2016 powered by Legistar© File #:ID 16-1272,Version:1 5 (Allen, Arlington, Duncanville, Lubbock, Irving) have only a multi-family program, 1 (College Station) has only a residential program, and 4 (Euless, Flower Mound, Rowlett, Abilene) have no rental program. Two cities (Dallas and Grand Prairie) did not respond but currently have rental inspection programs. PRIOR ACTION/REVIEW (Council, Boards, Commissions) See above. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Safe, Liveable & Family-Friendly Community Related Goal:4.2 Seek clean and healthy neighborhoods in Denton EXHIBITS 1.Exhibit 1-Multi-family rental programs 2.Exhibit 2-Residential rental programs 3.Exhibit 3-Sample ordinance 4.Exhibit 4-Sample inspection checklist 5.Exhibit 5-Sample registration form 6.Exhibit 6-UNT Daily article 7.Exhibit 7-DRC article 8.Exhibit 8-Power Point - Rental Program Information from Other Cities Respectfully submitted: Lancine Bentley Manager, Community and Neighborhood Services City of DentonPage 4 of 4Printed on 12/9/2016 powered by Legistar© Exhibit 1 Multi-Family Rental Program Information An initial examination of City Rental Registration and Inspection Programs in the DFW Metroplex and in college communities. Lancine Bentley 11/08/2016 Multi-Family Rental Programs Table of Contents City of Allen ..................................................................................................................................................................... 2 City of Arlington .............................................................................................................................................................. 3 City of Austin ................................................................................................................................................................... 4 City of Bedford ................................................................................................................................................................ 5 City of Carrollton ............................................................................................................................................................. 6 City of Denton ................................................................................................................................................................. 7 City of Duncanville .......................................................................................................................................................... 8 .................................................................................................................................................. 9 City of Frisco ................................................................................................................................................................. 10 City of Garland .............................................................................................................................................................. 11 City of Irving .................................................................................................................................................................. 12 City of Lewisville ........................................................................................................................................................... 13 City of Lubbock ............................................................................................................................................................. 14 City of Mesquite ............................................................................................................................................................ 15 City of Plano .................................................................................................................................................................. 16 City of Richardson ......................................................................................................................................................... 17 City of San Marcos ........................................................................................................................................................ 18 Page | 1 Multi-Family Rental Programs City of Allen Program Facts Program Inception 2004 Types of Units Inspected Exterior inspections only Number of Inspectors 2 (1 code and 1 BI) Number of Clerical Staff Units Inspected Number of Complexes 23, but 19 in program Number of Units Annually Program Finances No registration fee; no inspection or first re- Staff salaries and Program Budget Program Fees inspection fees, can levy fees for second and incidentals third re-inspections; penalty $5 per unit for scores of less than 80%. Program Description Annual registration and exterior inspection program for complexes that are 5 years and older. Hand carries registration forms, ordinance, and overview of what will be looked at to each complex. Sets inspection dates during these visits. Inspects between September and January annually. Has apartment manager/maintenance with them during exterior inspections. Only performs exterior inspections--30 days to comply with life/safety issues. Can get an extension, but if there is a second or third re-inspection, can charge a fee if not extenuating circumstances exist. Exterior score sheet divided into categories that are point weighted starting at 100. A score of 80% and higherno fees; for a score of less than 80%, there is a $5 fee per unit. Currently discussing start-up of an interior inspection program. Does receive tenant complaints regarding interior concerns, but does not perform interior inspections. *Missing information could not be found, or was not provided by the City listed above. Page | 2 Multi-Family Rental Programs City of Arlington Program Facts Program Inception 1989 Types of Units Inspected Occupied and unoccupied Number of Inspectors 4 Number of Clerical Staff 0 200 in Number of Complexes 319 Number of Units 45,108 Units Inspected Annually FY16 Program Finances Annual registration of $13.80 per unit. No first Approved FY 15-16 $360,705 Program re-inspection fee; $150 for second and Program Budget Collected FY 15-16 $600,000 Fees subsequent re-inspections. Program Description Annual registration and inspection program. Registers complexes in phases--March and September. Once a CO is issued, all complexes are inspected annually. Inspects based on risk rating classification, fits into a category based on initial inspection. Structural, fire, aesthetics, nuisance deficiencies assessed. Rating I90 or aboveinspects exteriors, common areas and fire protection. Rating II80-89 inspects exteriors, common areas and fire protection + 1% of units (occupied or unoccupied). Rating III70-79 inspects exteriors, common areas and fire protection + 5% of units (occupied or unoccupied). Rating IVless than 70 inspects exteriors, common areas and fire protection + 100% of all interiors (occupied and unoccupied). Goal to elevate one rating annually. Notify the owner and mortgage company of a Rating IV score. In 2012, had 25 complexes that scored a Rating IV; in 2016, only 6 complexes scored a Rating IV. Fire Marshall determines uninhabitability. Re-establishes baseline every 3 years with an inspection of 5% of units. Uses a web-based software (Inspect Check) which randomly selects units to be inspected. Occupied units notify manager of impending inspection; manager contacts tenants; must have written consent from tenants. Inspects upon tenant complaint; requires proof from complainant they filed their concern with management. IPad inspectionsno Admin support. Inspect Check software determines score based upon weighted deficiencies. Added Inspect Check in 2012. $1000 per year per inspector. Requires participation in an annual multi-family summit. Relationship improvement. Summit focuses on CPTEDcrime prevention through environmental design, i.e. lighting in parking lots and in stairwells, etc. Interactive map shows complexesnames and addresses, officer name and phone number, risk rating score; the apartment association likes this program element as it provides good press for good complexes. *Missing information could not be found, or was not provided by the City listed above. Page | 3 Multi-Family Rental Programs City of Austin Program Facts Program Inception 2013 Types of Units Inspected All rental types; occupied and unoccupied Number of Inspectors 3 Number of Clerical Staff Number of Complexes 78 Number of Units Units Inspected Annually ~850 Program Finances Registration fee is flat rate of $254. Program Budget Program Fees No re-inspection fees. Program Description Annual registration and inspection program; named the Austin Repeat Offender Program (2-5-2). There are 78 (5 single-family, 679 buildings and 8,570 apartment units) rentals currently in programWill add many other rental 2-5-2 CRITERIA: Registration is required if a rental has received the following within 24 consecutive months: Two or more separate notices of violation for conditions that are dangerous or impair habitability, and were not corrected within the time required. Five or more separate notices of violation for conditions that are dangerous or impair habitability which are issued on separate days regardless of whether the violation was corrected or not Two or more citations for conditions that are dangerous or impair habitability within 24 consecutive months. Dangerous conditions are those likely to cause physical harm or injury to someone. Habitability conditions are those which impair the quality of life such as no hot water, no electrical service, no heating, or infestations. The rental will remain on the repeat offender list for a minimum of two years and be released if there have been no significant violations. City notifies rental owner/manager of inspection and requests a day and time; management notifies tenants of inspection; management selects the occupied units to be inspected; tenant can refuse. Most refusals are based upon language barriers and fear of legal status issues. Annual inspectionall exteriors, common areas, all vacant units and 10% of all occupied units. Generally gives 30 days for repairs; extensions granted if management is working on issues, i.e. getting permits. Will shorten timeframe based upon severity and dangerbalconies separating from buildings24 hours (life safety issue). times per month with contracted attorneys. Will also perform interior inspections upon tenant request at any property. Code officers use IPMC. Has, on occasion, called in the Public Works Engineer for opinion due to concerns about continued occupancy. Takes dangerous structures to Building Standards Commission. *Missing information could not be found, or was not provided by the City listed above. Page | 4 Multi-Family Rental Programs City of Bedford Program Facts Program Inception Types of Units Inspected Number of Inspectors 5 Number of Clerical Staff 1 rd 3 Quarter of 2016 Units Inspected Number of Complexes 35 Number of Units 251 single-family Annually 29 multi-family Program Finances No registration or inspection fees Program Budget Program Fees Program Description Interior inspections on a complaint basis only for all rentalsresidential or multi-family. Five officers respond in to interior rental complaints in their district. Tenant or property manager must go into rental unit with the officer. Issues a violation notice to owners and managers. A lot of complaints but on a specific few complexes. Issues citations when necessary. Judge accepts signed certified mail green cards as acknowledgement and a warrant can be issued if the owner does not show up to court. Performs exterior inspections regularly. *Missing information could not be found, or was not provided by the City listed above. Page | 5 Multi-Family Rental Programs City of Carrollton Program Facts Program Inception 1995 Types of Units Inspected Occupied, Unoccupied. Includes Triplexes Number of Inspectors 2 Number of Clerical Staff 0.1 Number of Complexes 86 Number of Units 17,081 Units Inspected Annually ~1,300 Program Finances Self-Funded; $13 per unit rental registration annually; $250 FY15-16 collected minimum. Program Budget Program Fees $208,306 in registration $40 per hour with $80 minimum for second and fees subsequent re-inspections. Program Description Annual registration and inspection program; all exteriors inspected; 5% - 10% of interiors inspected. Complexes with a high level of violations may have a higher % of units inspected. City informs complex of inspection a week in advance; complex informs tenants; inspected units are chosen at random by inspectors. 100% interior inspections for chronic offendersthis is not based on a number score but on the cumulative number of valid complaints received, type and number of violations to be corrected, and seriousness of violations. First year of program (1995)no fees charged; performed free inspections to show what is assessed; educational programs all year. Inspectionsif someone is home, get written consent. If denied consent, then skip that unit. Units only inspected in presence of property manager/employee. Check for vermin infestations, electrical issues (they do not go into crawl spaces to check wiring or crawl into attics to verify junction boxes)look at breaker panel, open slots on breaker panel, loose wiring, unprotected circuits, look at outlets (intact, groundeduse circuit tester); plumbingleaks, toilets flush, hot and cold water, under sink trap intact, no holes around pipes that allow entry of cockroaches, mice, etc. Look for smoke detectors, working door locks, windows that open. Code officers perform the inspections. Immediate dangershort timeframe given for correction. More minor issues, e.g. paint is looking weakget it done in following year. If not done by following year, now in violation of codemanagement must provide a contract Began hotel/motel inspections in 1996. *Missing information could not be found, or was not provided by the City listed above. Page | 6 Multi-Family Rental Programs City of Denton Program Facts 2014 Program Inception Types of Units Inspected Occupied; all rentals in CIS Number of Inspectors 1 Number of Clerical Staff 0 Number of Complexes 400 Number of Units 20,753 Units Inspected Annually ~166 Program Finances Program Budget Staff salary Program Fees No registration or inspection fees Program Description Interior inspections on a complaint basis only for all rentalsresidential and multi-family. One officer responds to interior rental complaints citywide. Tenant must go into rental unit with the officer. Obtains written consent. Issues verbal notices to managers. Has issued written notices for complexes or managers/owners with previous history of non-compliance. Does have a few complexes that have more complaints than others. All officers perform exterior inspections regularly as part of their district work. F rom 9/1/14 10/26/16, CIS has worked 359 interior rental unit complaints. Of those complaints: 220 were for violations of Chapter 17, and the manager/management company remedied the issue(s). There are 6 current cases open and being worked. Only one citation has been issued, i.e. a health and safety violation (sewer blockage) that was not addressed within the timeframe established by Chapter 17. *Missing information could not be found, or was not provided by the City listed above. Page | 7 Multi-Family Rental Programs City of Duncanville Program Facts Program Inception 2000 Types of Units Inspected Unoccupied; occupied by complaint Number of Inspectors 3 Number of Clerical Staff .5 Number of Complexes 19 Number of Units 2,535 Units Inspected Annually ~250 Program Finances Cost of staff, marketing, Program Budget Program Fees $10 per unit annually; no re-inspection fees. mailers, postage Program Description Annual registration and inspection program; expires on 12/31 annually. Sends registration renewal letters to complexes and sets dates for inspections. Inspects all exteriors and a random number of unoccupied units (chosen by the officer) in fourplexes and larger complexes annually. Will inspect all vacancies in complexes with a history of chronic violations. Inspects occupied units on a complaint basis/tenant request only. Inspection timeframes: 10 days for nuisance; a couple of weeks to 30 days for a fence repair, etc; up to 6 months for structural issues. Multi-family code inspectors also perform district inspection work. *Missing information could not be found, or was not provided by the City listed above. Page | 8 Multi-Family Rental Programs City of Program Facts Program Inception 1981 Types of Units Inspected Occupied and unoccupied Number of 2 Number of Clerical Staff 0 Inspectors Number of 25 Number of Units 5,092 Units Inspected Annually 5,092 Complexes Program Finances Annual licensing fee of $15 per unit. Re- Staff and inspect fees--$20 per item not to exceed $40 Program Budget Program Fees incidentals per unit for each re-inspection; 3rd inspection does not happen--issues citation instead. Program Description Annual licensing and inspection program; current ordinance requires inspection of all interiors/exteriors of all units annually. Informs complex in advance; TAA lease allows management access; other lease types must include an access clause. In the licensing document, there is an agreement to allow the performance of interior inspections. City notifies managers who notify all tenants. Code officers perform the inspections100% of all exteriors and interiors. Maintenance goes into each unit with the officer. If tenant refuses the inspection, the City does not inspect but does charge a $20 fee to the complex ooking for specific habitability issuesEverything has to Uses a checklist for inspections. General inspectionhot and cold water, flushing toilets, AC is cooling, doors lock, windows open and close, no rodents or bugs, etc.; major concerns, if necessary, contact a trades inspector. Some internal discussion has begun about changing the ordinance to inspect 15%-20% of units in all complexes annually. Problem complexes would still have 100% interior inspections. Age of complex and upkeep will determine the % of inspections. *Missing information could not be found, or was not provided by the City listed above. Page | 9 Multi-Family Rental Programs City of Frisco Program Facts Types of Units Program Inception 2007 Occupied and unoccupied Inspected Number of Inspectors 1 Number of Clerical Staff 0 Number of Complexes 53 Number of Units 27,000 Units Inspected Annually ~4050 Program Finances Annual registration costs $5 per unit with a minimum of $200. Charges a late fee of $150 Cost of staff, marketing, Program Budget Program Fees for late registrations. Can charge $150 for re- mailers, postage inspectionsdependent on whether work is being accomplished. Program Description Annual registration and inspection program. Annual registration expires on 12/31. The annual registration is a st multi-family permit. City sends renewals on October 1. Inspects every complex annuallyexteriors and interiors. Sets up appointment with manager and brings release form for tenants to sign to go into occupied apartments. Inspects approximately 20% of occupied and unoccupied units. Many times only inspects 10% of the interiors of newer complexes1-2 years old. If no unoccupied units are available, inspects only occupied units. Wants to see make-readies. Most of the inspection time (75%) is spent on interior complaints. No initial inspection fee; covered by annual registration fee. Can charge $150 for each additional inspection for major issues. Chipping paint is minorwill re-check in the next annual inspection. Uses IPMC. Inspected by a code enforcement officer with Property Maintenance and Building Inspector certification. *Missing information could not be found, or was not provided by the City listed above. Page | 10 Multi-Family Rental Programs City of Garland Program Facts Program Inception 1992 Types of Units Inspected Occupied and unoccupied Number of Inspectors 3 Number of Clerical Staff 2 FY15-16 Number of Complexes 224 Number of Units 19,057 Units Inspected Annually 2,247 Program Finances $13 per unit with a minimum $50 annually; no FY15-16 fee for initial inspection and two re- Program Program Budget Adopted budget $229,168 inspections; third and subsequent re- Fees Projected revenue $252,933 inspections--$100 fee Program Description Annual registration and inspection program. Annual registration (Jan 1 Dec 31). Annual multi-family meeting (8-12 noon) to pass out registration packetspanel presentation of City departments and Dallas Apartment Association. If a complex does not attend, registration packets are mailed. Inspects exteriors and 12% of occupied and unoccupied interiors. Need consent for occupied units or an inspection warrant. Always schedules inspections. Most droken into categories: life safety violationse.g. smoke detectors and open electrical24 hours to repair critical violations e.g. no AC or no heat, sewage backups72 hours to repair non-critical violationse.g. exterior repairs30 days or more to repair The goal is to gain compliance by end of year. Code Compliance performs inspections. *Missing information could not be found, or was not provided by the City listed above. Page | 11 Multi-Family Rental Programs City of Irving Program Facts Program Inception 1984 Types of Units Inspected Occupied and unoccupied Number of Inspectors 4 Number of Clerical Staff .5 Number of Complexes 296 Number of Units 53,465 Units Inspected Annually Program Finances Annual license fee of $13.60 per unit Inspector salaries and some Program Budget Program Fees No re-inspection fees incidentals; self-funded Program Description Annual registration and inspection program. Mail registration invoices annually; due by December 31. Provides management with notices to provide to tenants. Notice of Inspection needs to be delivered to the complex at least 72 hours before inspection. Inspects different complexes each month. Inspects all exteriors and occupied and unoccupied units. Enhanced the code in 2008 and added risk grading component. Higher risk complexes are inspected more often. Try for one unit in every building and on every floor to get a good overview. Level 1 and 2 complexes are inspected annually. Level 3 and 4 complexes are inspected twice annually. Number of units inspected per complex is determined by number of units in the complex and the assigned Risk Level. Level 4 complexes can lose their COs if they remain at this Level for a year and can be taken to the Building Standards Board. Developers/re-developers tend to buy and demolish or rehabilitate Level 4 complexes. Uses code officers who have acquired their property maintenance and housing inspector certifications. Citations are written for continued non-compliance. *Missing information could not be found, or was not provided by the City listed above. Page | 12 Multi-Family Rental Programs City of Lewisville Program Facts Program Inception 2005 Types of Units Inspected Occupied only Number of Inspectors 5 Number of Clerical Staff .5 Number of Complexes 82 Number of Units 15,717 Units Inspected Annually 1174 Program Finances Annual inspection fee--$50 per building and Inspector salaries and Program Budget Program Fees then $75 per unit. No re-inspection fees. some incidentals Program Description One time registration but annual inspections. Inspects all exteriors and the interior of one unit per building; there are 1,174 buildings. Notice letter to complex; management contacts tenants; management chooses three units; inspector inspects one unit. If someone refuses entry, a different unit is chosen. Inspects more units if complex has chronic violations. Also performs inspections by complaint. One inspector takes all of the inspections due for that month. Registrations and inspections are spread throughout the year. *Missing information could not be found, or was not provided by the City listed above. Page | 13 Multi-Family Rental Programs City of Lubbock Program Facts Program Inception 2000 Types of Units Inspected Number of Inspectors 2 Number of Clerical Staff Number of Complexes Number of Units ~10,000 Units Inspected Annually Program Finances Program Budget Program Fees Program Description On a request basis. Responds to about 10-20 complaints per month. Requires signed tenant consent for entry. The two inspectors are dedicated to housing and property maintenance duties, which includes responding to multi-family complaints. *Missing information could not be found, or was not provided by the City listed above. Page | 14 Multi-Family Rental Programs City of Mesquite Program Facts Predominantly unoccupied; will inspect occupied Program Inception 1983 Types of Units Inspected units upon tenant request or inspector concerns Number of Inspectors 4 Number of Clerical Staff 1 Number of Complexes 63 Number of Units 13,489 Units Inspected Annually ~400 Program Finances Inspector salaries and some incidentals; 35% of 3 staff salaries are $13 per unit annual licensing Program Budget Program Fees paid by Community Block Grant funds No re-inspection fees Program Description Annual licensing and inspection program. Each complex has an exterior inspection 2X annually. Inspects unoccupied units and occupied units by request. Letter of advance notice sent to complex. Inspects for life safety issues to aesthetics (paint)takes a few hours. Reviews findings with manager and checks that license (registration) is posted on-site. After working with management, if there is a refusal to fix something, a citation is issued. Uses code officers who have acquired their property maintenance and housing inspector certifications. *Missing information could not be found, or was not provided by the City listed above. Page | 15 Multi-Family Rental Programs City of Plano Program Facts Types of Units Program Inception 2006 Occupied and unoccupied Inspected th 3 (4 FTE starting Number of Number of Inspectors .5 mid-year) Clerical Staff Units Inspected FY15-16 Number of Complexes 139 Number of Units 34,079 Annually 2,532 Program Finances Registration fee of $10 per unit annually; 2nd re- $332,341 (self-inspection is $150 per unit; 3rd re-inspection is $300 Program Budget Program Fees funded) per unit. Fees assessed for late or past due registrations and change of ownership registrations. Program Description Annual registration and inspection program for complexes 5 years and older with 5 or more units. Total number of complexes required to register at this time are 123. Currently, only 98 complexes are being inspected due to 25 complexes earning inspection exemptions through the Waiver Program. Inspects all exteriors; interior inspection of all unoccupied units and a sampling (10% target) of occupied units. If a complex receives a combined score of an A for both exterior and interior inspections (no critical violations; can have a few non-critical violations), then they receive a 2-year waiver for inspections, but not for registration fees. If a valid complaint is received, the inspections resume the next year. Code officers perform the inspections. Currently, due to low vacancy numbers, primarily inspects occupied units and a few make-readies. Provides notice to management to give to residents (post on doors). Resident can call and turn down inspection; they get signed consent from tenant. Apartment staff must accompany city staff on inspections. Grading systemif a D, then add another unit to inspect; if an F, add two more units to inspect. Critical violations must be corrected in less time and will pull down the overall grade; non-critical violations are given more time to correct. Four non-critical violations are equivalent to one critical violation and lowers the overall score by one grade. Take average grade of all interiors and exteriors. Standard correction time is 30 days. All violations must be corrected regardless of critical or non-critical. Inspection and first re-inspection are covered by registration fee; subsequent re-inspections have fees. I have witnessed the multi-family community undergoing many positive changesanagers appreciate the city visits because they need support to request funding from owners for ongoing maintenance and im Great Update Rebate on multi-family complexespilot projectrebates on exterior repairs up to $20k. Funds come from the sale of city property. *Missing information could not be found, or was not provided by the City listed above. Page | 16 Multi-Family Rental Programs City of Richardson Program Facts Program Inception 1992 Types of Units Inspected Occupied and unoccupied Number of Inspectors 2 Number of Clerical Staff 4 (shared between BI and Code) 62 Number of Complexes 70 Number of Units 13,129 Units Inspected Annually complexes Program Finances $13.00 registration fee per unit annually; Inspector salaries Program Budget Program Fees Failed inspection--$15 per unit and some incidentals Second failed inspection--$20 per unit Program Description Annual registration and inspection program for complexes 5 years and older. Inspections by complaint only during first five years. All complexes, regardless of age, register annually between December and January. Performs exterior and interior inspections at 4-6 complexes per monthcalls and sets a day and time with property owner/manager. City can post notices on small properties or apartment management delivers notices to tenants a week in advance. Ask for voluntary consent (signed release form for interior inspections) to view apartment for standard violations, i.e. bugs, rodents, hot and cold water, flushing toilets, working AC, etc. Code Compliance, Health Inspections and Fire perform inspections. If no voluntary consent received, inspect all vacancies. Depending on size of complex, usually there are 1-18 voluntary consents to inspect occupied units. Older residents tend to want inspections. Apartment complex staff member enters units with city staff. Inspector also checks for tenant violations, i.e. junk vehicles, outside storage, trash and debris, etc. Overall score of property (combination of exterior and all interiors) determines pass or fail. Scoring begins at 100 points; deduct points for violations. Inspect for compliance with site plans/landscape plans; striping of parking lost; parking surfaces maintained in good condition; screened dumpsters; etc. Failed inspection60 days to complycan give a 30 day extension if progress is being made. Life safety violatione.g. missing phone at the pool, exposed wiring, stair rails missing1 day to 2 weeks to repair. Second failed inspectionanother 60 days to comply. Some complexes receive a score meaning the complex is compliant except for an item that will be addressed soon, e.g. exterior paint issues. Can issue citations for ongoing, unaddressed violationsmost citations are not signed. The Court appearance is before the Judge; prosecutor is present and gives only 30 days to comply. Compliance obtainedno court re- appearance; compliance not obtained, must return to Court to re-appear before the Judge. Takes ongoing dangerous structures to Building Standards Board. All tenant interior complaints are responded to within 24 hours. Posts multi-family scores online; re-posts to show improvement and final score. Good promotion for good complexes. *Missing information could not be found, or was not provided by the City listed above. Page | 17 Multi-Family Rental Programs City of San Marcos Program Facts Program Inception Types of Units Inspected Occupied by complaint only Number of Inspectors 3 Number of Clerical Staff .5 Number of Complexes 108 Number of Units Units Inspected Annually Program Finances Inspector salaries Program Budget Program Fees No fees and some incidentals Program Description No registration program. Exterior inspections regularly as part of officer district work. Interior inspections by complaint. Receives approximately one multi-family interior complaint per day. New tenants can request code inspection prior to move-in. No signed consent needed due to complaint-basis. Works closely with management with regard to violations; provides written notice. Life safety issues24-48 hours; other issues normally 10 days; some violations may take longer to address. Rarely has to prohibit occupancies or turn off electricity for continued lack of compliance. Standard issues addressed: mold, lack of smoke detectors, no hot water, lack of egress, etc. ACT Program Achieving Community Togetherprogram between City of San Marcos and Texas State University. Information provided to students about how to live independently off-campus; informs about local codes; TSU Legal Services reviews rental leases for students; etc. When a student moves off campus, they must go through the Off Campus Living Office and at that time are provided information. Students can request code inspection prior to move-in. Apartment complexes that have a clean record (low criminal activity and no-to-few exterior violations and legitimate interior complaints) can become sponsors of ACT and be placed on a list of complexes being recommended to students. ACT sponsors also get to have booths at local university fairs to promote their complexes. *Missing information could not be found, or was not provided by the City listed above. Page | 18 Exhibit 2 Residential Rental Program Information An initial examination of City Rental Registration and Inspection Programs in the DFW Metroplex and in college communities. Lancine Bentley 11/08/2016 Residential Rental Programs Table of Contents City of Austin ................................................................................................................................................................... 2 City of Bedford ................................................................................................................................................................ 3 City of Carrollton ............................................................................................................................................................. 4 City of College Station ..................................................................................................................................................... 5 City of Denton ................................................................................................................................................................. 6 .................................................................................................................................................. 7 City of Frisco ................................................................................................................................................................... 8 City of Garland ................................................................................................................................................................ 9 City of Lewisville ........................................................................................................................................................... 10 City of Mesquite ............................................................................................................................................................ 11 City of Plano .................................................................................................................................................................. 12 City of Richardson ......................................................................................................................................................... 13 City of San Marcos ........................................................................................................................................................ 14 Page | 1 Residential Rental Programs City of Austin Program Facts Program Inception 2013 Types of Units Inspected All rental types; occupied and unoccupied Number of Inspectors 3 Number of Clerical Staff Number of Complexes 78 Number of Units Units Inspected Annually ~850 Program Finances Registration fee is flat rate of $254. Program Budget Program Fees No re-inspection fees. Program Description Annual registration and inspection program; named the Austin Repeat Offender Program (2-5-2). There are 78 (5 single-family, 679 buildings and 8,570 apartment units) rentals currently in programWill add many other rental 2-5-2 CRITERIA: Registration is required if a rental has received the following within 24 consecutive months: Two or more separate notices of violation for conditions that are dangerous or impair habitability, and were not corrected within the time required. Five or more separate notices of violation for conditions that are dangerous or impair habitability which are issued on separate days regardless of whether the violation was corrected or not Two or more citations for conditions that are dangerous or impair habitability within 24 consecutive months. Dangerous conditions are those likely to cause physical harm or injury to someone. Habitability conditions are those which impair the quality of life such as no hot water, no electrical service, no heating, or infestations. The rental will remain on the repeat offender list for a minimum of two years and be released if there have been no significant violations. City notifies rental owner/manager of inspection and requests a day and time; management notifies tenants of inspection; management selects the occupied units to be inspected; tenant can refuse. Most refusals are based upon language barriers and fear of legal status issues. Annual inspectionall exteriors, common areas, all vacant units and 10% of all occupied units. Generally gives 30 days for repairs; extensions granted if management is working on issues, i.e. getting permits. Will shorten timeframe based upon severity and dangerbalconies separating from buildings24 hours (life safety issue). times per month with contracted attorneys. Will also perform interior inspections upon tenant request at any property. Code officers use IPMC. Has, on occasion, called in the Public Works Engineer for opinion due to concerns about continued occupancy. Takes dangerous structures to Building Standards Commission. *Missing information could not be found, or was not provided by the City listed above. Page | 2 Residential Rental Programs City of Bedford Program Facts Program Inception Types of Units Inspected Number of Inspectors 5 Number of Clerical Staff 1 rd 3 Quarter of 2016 Units Inspected Number of Complexes 35 Number of Units 251 single-family Annually 29 multi-family Program Finances No registration or inspection fees Program Budget Program Fees Program Description Interior inspections on a complaint basis only for all rentalsresidential or multi-family. Five officers respond in to interior rental complaints in their district. Tenant or property manager must go into rental unit with the officer. Issues a violation notice to owners and managers. A lot of complaints but on a specific few complexes. Issues citations when necessary. Judge accepts signed certified mail green cards as acknowledgement and a warrant can be issued if the owner does not show up to court. Performs exterior inspections regularly. *Missing information could not be found, or was not provided by the City listed above. Page | 3 Residential Rental Programs City of Carrollton Program Facts Occupied and unoccupied single-family homes, Program Inception 2006 Types of Units Inspected duplexes, and townhomes Number of Inspectors 2 Number of Clerical Staff 0.1 Number of Units 3,220 Units Inspected Annually 75 Program Finances $50 annual registration fee $50 fee for late registrations Program Budget Program Fees $40 per hour for second and subsequent re- inspections Program Description Annual registration program. Inspects on a complaint basis only. Does annual exterior inspections. Supposed to declare rental homes when setting up a new water utility account. Data dump annually from DCADlook if owner-occupied, for homestead exemption, and if the utility bill goes to another address. City obtains monthly information de rental information, and tenant complaints inform the city that a home is a rental. Typically issues a citation for violations still existing upon a second re-inspection, so they generally do not collect the $40 per hour re- inspection fee. A home is considered a rental property if it is not occupied by its owner. *Missing information could not be found, or was not provided by the City listed above. Page | 4 Residential Rental Programs City of College Station Program Facts Program Inception 2009 Types of Units Inspected Single-family and duplexes Number of Inspectors Number of Clerical Staff Number of Units Units Inspected Annually Program Finances $15 single-family and townhome annual No additional Program Budget Program Fees registration fee program budget $7.50 per side annual duplex registration fee Program Description Annual registration/licensing program. All single-family and duplex rentals must be registered by the property owner or their local designee. Designee cannot be a tenant and must reside within 30 miles of College Station City Hall. Tenant changes do not require updates or new inspections, but only with change of ownership. If a home is not occupied by the homeowner, it must be registered with the City. Citations are issued for failing to register a property, refusing to allow the review of a lease, and/or providing false information. Fines range from $180 to $500 depending on the number of citations and the payment date. Parents buy homes for their old homes and converting to rentals; developers building 5 and 6 bedroom homes and leasing them to students. ager contact information available to the city and to The registration program has helped to establish a good rapport with local To obtain registration applications from owners who have not registered rental properties, the city mails letters, then mails certified letters, and then tries to make personal contact. At this point, code enforcement writes an affidavit of probable cause requesting a summons to Court. An Assistant City Attorney then takes over and contacts the rental property owners to inform them that they need to pay their fine or they will be summonsed to Court. Most respond with payment; some come to Court and then pay. If there is a failure to appear in Court, the Court contacts OMNIbase, a company that contracts directly with the State of Texas. OMNI provides the Texas Department of Public Safety information. The Texas Department of Public Safety places a hold on the renewal. The license cannot be renewed until the fine is paid. The fine for not registering a rental property is $200. OMNI is paid via a $30 fee that is paid by the resident as an administrative fee. Once the City receives the $230 payment, they contact OMNI and issue a release. This type of effort has only occurred once as most rental owners register their properties. The city receives interior complaints daily but does not address them; only addresses exterior health and safety issues. *Missing information could not be found, or was not provided by the City listed above. Page | 5 Residential Rental Programs City of Denton Program Facts 2014 Program Inception Types of Units Inspected Occupied; all rentals in CIS Number of Inspectors 1 Number of Clerical Staff 0 Number of Complexes 400 Number of Units 20,753 Units Inspected Annually ~166 Program Finances Program Budget Staff salary Program Fees No registration or inspection fees Program Description Interior inspections on a complaint basis only for all rentalsresidential and multi-family. One officer responds to interior rental complaints citywide. Tenant must go into rental unit with the officer. Obtains written consent. Issues verbal notices to managers. Has issued written notices for complexes or managers/owners with previous history of non-compliance. Does have a few complexes that have more complaints than others. All officers perform exterior inspections regularly as part of their district work. F rom 9/1/14 10/26/16, CIS has worked 359 interior rental unit complaints. Of those complaints: 133 were for concerns that were not a violation of Chapter 17 and the c manager/management company remedied the issue(s). There are 6 current cases open and being worked. Only one citation has been issued, i.e. a health and safety violation (sewer blockage) that was not addressed within the timeframe established by Chapter 17. *Missing information could not be found, or was not provided by the City listed above. Page | 6 Residential Rental Programs City of Farmers Branch Program Facts Primarily unoccupied rental and non-rental Program Inception 1989 Types of Units Inspected properties (single-family homes, duplexes); a few occupied units Number of Inspectors 4 Number of Clerical Staff Requesting 1 Number of Units 8,000 Units Inspected Annually Approximately 800 (8-10% annual turnover) (Rental and Non-Rental) Program Finances $120 annual registration fee Staff salaries and incidentals; no Program Budget Program Fees No re-inspection fees. additional program budget Program Description Annual registration/licensing program. Inspects unoccupied rentals and non-rentals with a change of tenancy. When renter or new homeowner calls to Utilities Department for water service or to transfer service, the department asks if they have had a CO inspection; provides resident with code compliance contact information; resident sets inspection date with code compliance. Resident fills out application for CO; it is also serves as an inspection consent form. Only inspects with owner/manager present. No re-inspection fees. If own pass the inspection; continues to ask for inspection. If no inspection occurs after third request, issues a citation. Citations do not have to be signed and are mailed to the owner. Writing a citation for this issue is not common as most people allow for inspections. Temporary release of utilities for remodels. A home is considered a rental property if it is not occupied by its owner. The four officers that work in this program also perform district inspections. *Missing information could not be found, or was not provided by the City listed above. Page | 7 Residential Rental Programs City of Frisco Program Facts Program Inception 2011 Types of Units Inspected None Number of Inspectors Number of Clerical Staff Number of Units 4,000 Units Inspected Annually Program Finances No additional Program Budget Program Fees No registration or inspection fees program budget Program Description Voluntary registration program for single-family, duplex, triplex, and townhome rentals. Registration helps to facilitate communication and contact with the right person when there is a premises violation or to inform them of city programs/events/meetings. There are currently 1,010 program registrants. No inspections, even by request. *Missing information could not be found, or was not provided by the City listed above. Page | 8 Residential Rental Programs City of Garland Program Facts Program Inception 2005 Types of Units Inspected Unoccupied single-family homes and duplexes Number of Inspectors 3 Number of Clerical Staff 2 Number of Units 9,453 Units Inspected Annually 1,253 in FY 13-14 Program Finances FY15-16 $55 annual registration fee Program Budget Adopted 294,823 Program Fees No inspection fees Projected revenue $341,000 Program Description Annual registration program. To register: the landlord/manager must submit a completed permit application for each single family dwelling rented or leased, including duplexes, and the application requires certain information about the owner(s), management company, and occupants. Inspects unoccupied or occupied rentals with a change of tenancy. Responsibility of the owner/management company to notify Code Compliance of the vacancy and set up an appointment for an inspection. Also, receives information of move-outs through utilities. Have 60 days from change of tenancy to do inspection. City mails a notice set an inspection date/time. If occupied, asks for tenant/manager to be there during inspection. In lieu of re-inspections, an owner/manager may submit proof that all noted violations have been repaired, i.e. affidavit that repairs have been made along with material/labor receipts, and photographs of repairs. Option: Certification Program since 2010 free of charge for owner and manager to attendcertifies properties but no inspection is performed to certify; no inspections needed thereafter if the same owner or property manager exists but must pay $55 registration fee every 3 years. Exterior inspections continue annuallyperformed by district officers. Reviewing the Certification Program because the number of rentals are increasing and there have been no inspections in some rental interiors since before 2010. Considering establishing a baseline interior inspection every three years in conjunction with payment of the $55 registration fee. *Missing information could not be found, or was not provided by the City listed above. Page | 9 Residential Rental Programs City of Lewisville Program Facts Unoccupied single-family homes, duplexes, and Program Inception 2012 Types of Units Inspected townhomes Number of Inspectors 5 Number of Clerical Staff 0 Number of Units 2,535 Units Inspected Annually ~520 Program Finances Staff salaries and incidentals; Program Budget Program Fees No registration or inspection fees no additional program budget Program Description Annual registration program. Inspects unoccupied rentals with a change of tenancy. Inspection triggers: water bill changes hands or landlord calls for an inspection right before tenant leaves. Inspects occupied and unoccupiedbut most of the time occupied. Once inspections are completed/passed, a new Certificate of Occupancy is issued. Also inspects by tenant request. Inspectionslife safety violations48 hours to repair; other violations30 days to repair/replace. Examples of regious violations were found but the program has *Missing information could not be found, or was not provided by the City listed above. Page | 10 Residential Rental Programs City of Mesquite Program Facts Unoccupied and occupied single-family homes, Program Inception 2005 Types of Units Inspected duplexes, and townhomes Number of Inspectors 2 Number of Clerical Staff 1 Number of Units 5,500 Units Inspected Annually ~4,200 Program Finances No registration or inspection fee Staff salaries and incidentals; Program Budget Program Fees $100 administrative fee for moving a no additional program budget tenant in prior to inspection Program Description No annual registration. Owner/landlord information required on utility application. Inspects unoccupied single- family homes, duplexes, and townhomes with a change of tenancy. Inspection triggers: water bill changes hands or landlord calls for an inspection right before tenant leaves. Water department does not turn on water without notice of a passed inspection. Sometimes a landlord will move a new tenant in first and then request an inspection. things are moving toward compliance, we w-day temporary service)." Tenant remains in unit while violations are addressed, but must be present during inspections. A $100.00 administration fee is levied for moving in a tenant prior to an inspection. A rental CO is issued once the inspection is passed. No system in place that tracks the total number of rental homes. Working on this issue. Properties occupied by immediate family members of the owner are not considered rental properties. No inspections required. *Missing information could not be found, or was not provided by the City listed above. Page | 11 Residential Rental Programs City of Plano Program Facts Program Inception 2006 Types of Units Inspected Occupied single-family and duplexes Number of Inspectors 3 Number of Clerical Staff .5 Number of Units Units Inspected Annually Program Finances Staff salaries and incidentals; no Program Budget Program Fees No fees additional program budget Program Description Interior inspections by request only. *Missing information could not be found, or was not provided by the City listed above. Page | 12 Residential Rental Programs City of Richardson Program Facts Program Inception 2003 Types of Units Inspected Single-family, duplexes, and townhomes Number of Inspectors 1 Number of Clerical Staff 4 (shared between BI and Code) Number of Units 3,231 Units Inspected Annually varies Program Finances Salary and incidentals; no Program Budget Program Fees $75 annual registration fee additional program budget Program Description Annual registration program. A completed Rental Registration Program application is required at the initial registration of the property and registration updates will continue to be required within 30 days of a change in occupancy or tenancy. Interior inspections by request only. Some requests are vacant units, i.e. some landlords/owners want inspections before new tenants move in to document state of unit prior to occupancy. Most inspection requests are from the tenant. *Missing information could not be found, or was not provided by the City listed above. Page | 13 Residential Rental Programs City of San Marcos Program Facts Program Inception 2016 Types of Units Inspected Single-family, duplexes, and triplexes Number of Inspectors 3 Number of Clerical Staff .5 Number of Units Units Inspected Annually Program Finances $10 annual registration fee; in February Salary and incidentals; no Program Budget Program Fees 2017 moving to $50 for a three year additional program budget registration Program Description Registration program for non-compliant properties. Exterior inspections are performed regularly as part of district work. Interior inspections are performed by complaint only. If a residential rental property has more than four exterior nuisance violations or two citations in a year, they are required to register the rental unit. The registration provides the city with owner and manager contact information to more quickly address future issues. Currently, there are 62 residential rental properties registered with the city. Residential rentals can also voluntarily apply so that the city can contact management, particularly off-site, more easily and eliminate escalation of issues. Currently, registration is in paper form, but in February 2017 residential rental properties can register and pay online. Neighborhood Commission a 9-member commission appointed by City Council to represent a neighborhood district which may have many residential subdivisions. Goalto get input from residents on various issues impacting neighborhoods. This commission recommended the above SF Registration plan to the San Marcos City Council. Other issues that have been or will be addressed by this commission are: the redesign of trash carts, renaming of a city park, permitting short-term rentals in single-family neighborhoods, etc. *Missing information could not be found, or was not provided by the City listed above. Page | 14 Plano,TXCodeofOrdinancesPage1of8 Exhibit 3 DIVISION3.-REGISTRATIONANDINSPECTIONOFMULTI-FAMILYDWELLINGCOMPLEXES Sec.6-60.-Shorttitle. Thisdivisionmaybereferredtoasthe"Multi-FamilyDwellingRegistrationandInspection Code". (Ord.No.2005-11-25,§I,11-28-05) Sec.6-61.-Definitions. Unlessaprovisionexplicitlystatesotherwise,thefollowingtermsandphrases,asusedinthis article,shallhavethemeaningshereinafterdesignated.Wheretermsarenotdefined,theyshall havetheirordinaryacceptedmeanings. meansabuildingorusethatisclearlysubordinatetoand functionallyrelatedtotheprimarybuildingoruse,whichcontributestothecomfort, convenience,ornecessityofoccupantsoftheprimarybuildingoruseonthesameplattedlot. Accessorybuildingsshallbedetachedfromtheprimarybuildingandshallnotbeusedfor livingquarters. meansanyroomorspaceusedorintendedtobeusedforsleepingpurposes. meanstheofficerorotherdesignatedauthoritychargedwiththe administrationandenforcementofthebuildingcode,orthebuildingofficial'sdulyauthorized representative. meanstheofficialwhoischargedwiththeadministrationandenforcement ofthiscode,oranydulyauthorizedrepresentative. meanscommunalareasofthecomplex,includinghallways,stairways, lobbyareas,laundryrooms,poolfacilities,greenspaces,recreationroomsandparkinglots. meansthecodecompliancedirectororthe director'sdulyauthorizedrepresentativewhoischargedwiththeadministrationand enforcementofthisarticle. about:blank10/19/2016 Plano,TXCodeofOrdinancesPage2of8 Exhibit 3 meansabuildingorportionofabuildingwhichisarranged,occupied,or intendedtobeoccupiedaslivingquartersofafamilyandincludingfacilitiesforfood preparation,sleepingandsanitation. meanstheopenspaceonthepremisesandonadjoiningproperty underthecontrolofownersoroperatorsofsuchpremises. meanstheowner,operator,lessor,managementcompany,managingagentor on-sitemanagerofamulti-familydwelling. meansanybuildingorportionthereofthatis five(5)yearsoldorolder,whichisdesigned,built,rented,leased,orlettobeoccupiedasfive (5)ormoredwellingunitsorapartments.Thetermshallnotincludehotels,motels,U.S. DepartmentofHousingandUrbanDevelopment(HUD)approvedSection8units,orsuch owneroccupieddwellingunits. meansthepurposeforwhichabuildingorportionthereofisutilizedor occupied. meansanyindividuallivingorsleepinginabuilding,orhavingpossessionofa spacewithinabuilding. meansanyperson,agent,operator,firmorcorporationhavingalegalor equitableinterestintheproperty;orrecordedintheofficialrecordsofthestate,countyor municipalityasholdingtitletotheproperty;orotherwisehavingcontroloftheproperty, includingtheguardianoftheestateofanysuchperson,andtheexecutororadministratorof theestateofsuchpersoniforderedtotakepossessionofrealpropertybyacourt. meansanindividual,corporation,partnershiporanyothergroupactingasaunit. meanalot,plotorparcelofland,easementorpublicway,includingany structuresthereon. meansaperson,corporation,partnershiporgroupotherthanthelegalownerof record,occupyingabuildingorportionthereofasaunit. (Ord.No.2005-11-25,§I,11-28-05;Ord.No.2007-1-19,§§I,II,1-22-07;Ord.No.2008-12-3,§II, 12-8-08;Ord.No.2016-6-10,§II,6-13-16) about:blank10/19/2016 Plano,TXCodeofOrdinancesPage3of8 Exhibit 3 Sec.6-62.-Purpose. Thepurposeofthisdivisionistosafeguardthelife,health,safety,welfare,andpropertyof theoccupantsofmulti-familydwellingcomplexesandthegeneralpublicbydevelopingaprocess toenforcetheminimumbuildingstandardsandpropertymaintenancecodes;andtoprovide equitableandpracticalremediesfortheviolationofminimumbuildingstandardsandproperty maintenancecodes. (Ord.No.2005-11-25,§I,11-28-05) Sec.6-63.-Applicabilityandadministration. (a)Thisarticleshallapplytomulti-familycomplexeslocatedinthecitywhicharefive(5)years oldorolderwithfive(5)ormoredwellingunits. (b)Thedirectorofneighborhoodservicesandthedirector'sauthorizedrepresentativesare authorizedtoadministerandenforcetheprovisionsofthisarticle. (Ord.No.2005-11-25,§I,11-28-05;Ord.No.2007-1-19,§§I,II,1-22-07;Ord.No.2008-12-3,§III, 12-8-08;Ord.No.2016-6-10,§III,6-13-16) Secs.6-64—6-69.-Reserved. Sec.6-70.-Registrationrequired. (a)Thelandlordofamulti-familydwellingcomplexthatisfive(5)yearsoldorolderwithfive(5) ormoredwellingunitsshallannuallyregisterthecomplexwiththedirectorofneighborhood servicesbyOctober31stofeachcalendaryear. (b)Aregistrationisvalidforone(1)calendaryear,unlesstheownershipofthecomplex changes. (c)Ifachangeinownershipofthecomplexoccursduringtheperiodthataregistrationis otherwisevalid,thelandlordofthecomplexshallhavethirty(30)daysfromthedatethe changeofownershipoccurredtofileanewregistrationwiththedirectorofneighborhood servicesandshallpayatwenty-fivedollar($25.00)feetore-issuetheregistration. (d)AnnualregistrationorrenewalspostmarkedorreceivedafterOctober31stshallbeassessed anadditionalfeeincreaseof: (1)Ten(10)percentofregistrationfeeifwithinone(1)monthofduedate; (2)Thirty(30)percentofregistrationfeeifwithintwo(2)monthsofduedate; about:blank10/19/2016 Plano,TXCodeofOrdinancesPage4of8 Exhibit 3 (3)Fifty(50)percentofregistrationfeethereafter. (e)Registrationre-issuesreceivedafterthirty(30)daysofownershipchangeshallbeassesseda latefeeofseventy-fivedollars($75.00)atthetimeofregistrationre-issue. (f)Allfeesandassessmentsmustbecurrentwiththecitypriortotherenewalofaregistration certificate. (g)Theregistrationshallbeonaformprescribedbythedirectorofneighborhoodservicesand shallataminimumcontainthefollowinginformationaboutthecomplex: (1)Thetradename,physicaladdress,businessmailingaddressandtotalnumberofunits; (2)Thenamesofdesignatedemployeesorauthorizedrepresentativeswhoshallbe assignedtorespondtoemergencyconditionsandatelephonenumberwheresaid employeescanbecontactedduringanytwenty-four(24)hourperiod.Emergency conditionsshallincludefire,naturaldisaster,flood,burstpipes,collapsehazardand violentcrime; (3)Thenames,addresses,andtelephonenumbersofthepropertyowner,property manager,residentmanager,registeredagent,allfederal,state,andlocalfunding agencies;andthetypeofbusinessentitywhichownsthecomplex; (4)Thenames,addressesandtelephonenumbersofanymortgagelienholders. (h)Alandlordcommitsanoffenseifthelandlordoperatesamulti-familydwellingcomplex whichisnotcurrentlyregisteredwiththedirectorasprescribed. (Ord.No.2005-11-25,§I,11-28-05;Ord.No.2007-1-19,§§I,II,1-22-07;Ord.No.2008-12-3,§IV, 12-8-08;Ord.No.2011-4-16,§I,4-25-11;Ord.No.2016-6-10,§IV,6-13-16) Sec.6-71.-Fees. (a)Thelandlordofamulti-familydwellingcomplexshallannuallypaythecityafeetooffsetthe city'scostofadministration,registrationandinspection. (b)Afeeoftendollars($10.00)perdwellingunitperyearshallbesubmittedannuallywiththe registrationformrequiredbysection6-70. (c)Thelandlordofamulti-familydwellingcomplexthatfailsaperiodicinspectionasprovided forinsection6-72shalleliminateallviolationsidentifiedatthetimeoftheperiodic inspection.Follow-upinspectionsshallbescheduledbythedirectororthedirector's representativeafteraperiodoftimedeterminedbythedirectororthedirector's representativetobesufficientforthelandlordtoabatetheviolations.Inspectionfeesshallbe assessedasfollows: about:blank10/19/2016 Plano,TXCodeofOrdinancesPage5of8 Exhibit 3 (1)—Nofee. (2)—Onehundredfiftydollars($150.00)/Unitorpublicarea. (3)—Threehundreddollars($300.00)/Unitorpublic area. (Ord.No.2005-11-25,§I,11-28-05;Ord.No.2007-1-19,§§I,II,1-22-07) Sec.6-72.-Inspectionbydirectorordirector'sdesignatedrepresentative. (a)Todeterminecompliancewithminimumbuildingandpropertymaintenancestandardsin accordancewiththeInternationalPropertyMaintenanceCodeandotherapplicablecity codesandtodeterminecompliancewiththisarticle,thedirectorordirector'sdesignated representativemayconduct: (1)Periodicinspections; (2)Follow-upinspections;and (3)Inspectionsbasedonindicationsofcodeviolations,includingcomplaintsfiledwiththe directorordirector'sdesignatedrepresentative. (b)Thefollowingareasofamulti-familydwellingcomplexshallbesubjecttoperiodicinspection bythedirectorordirector'sdesignatedrepresentative: (1)Allbuildingexteriors; (2) Allexteriorandinteriorcommonareas; (3)Vacantdwellingunits; (4) Comparativesampleofoccupieddwellingunitsuponreceiptofconsentbytheunit's tenantorotherrecourseasprovidedbylaw. (c) Multi-familydwellingsthatarefoundtobemaintainedinaccordancewithminimumbuilding andpropertymaintenancestandardsduringtheinitialinspectionmayreceiveawaiverof inspectionandwillnotrequireaperiodicpropertyinspectionforthefollowingtwo(2)years unlessasubsequentcomplaintisreceivedpriortothenextrequiredsystematicinspection. (d) Thedirector,buildingofficialortheirdesignatedrepresentativemayinspectportionsofa multi-familydwellingcomplexasfrequentlyasthedirectororbuildingofficialdeems necessary.Periodicinspectionsshallbescheduledannually,unlessotherwiseexemptedby waiverofinspection,butnolessfrequentlythanonceeverythree(3)years. (e) about:blank10/19/2016 Plano,TXCodeofOrdinancesPage6of8 Exhibit 3 Thelandlordofamulti-familydwellingcomplexshallmakeallexteriors,allinteriorand exteriorpublicareas,andallvacantdwellingunitsofthecomplexavailabletothedirectoror director'sdesignatedrepresentativeforinspectionsatallreasonabletimessubjecttothe authorityprovidedbysubsection(g)below. (f)Thedirectorordirector'sdesignatedrepresentativeisauthorizedtomakefollow-up inspectionsofamulti-familydwellingcomplexwhichfailsaperiodicinspectionandtoinspect allareasincludedintheperiodicinspectionuntilsuchtimeastheviolationsareabated. (g)Theauthoritygrantedtoconductinspectionsbythedirectororthedirector'sdesigneein section6-72issubjecttoalllimitationsprovidedinstateandfederallaw.Ifentryisrefusedor notobtained,thedirectorordirector'srepresentativeisauthorizedtoseekawarrantallowed byArticle18.05oftheTexasCodeofCriminalProcedureasthesamemaybeamendedfrom timetotime. (Ord.No.2005-11-25,§I,11-28-05;Ord.No.2007-1-19,§§I,II,1-22-07) Sec.6-73.-Landlord/tenantselfinspections. (a)Thelandlordortheirdesigneeofamulti-familydwellingcomplexshallinspecteachdwelling unitwithinthecomplex: (1)Theinspectionofadwellingunitshallbeconductedwiththeunit'stenant: a.Aminimumofonceannually;and b.Whentheoccupancyoftheunitchanges. (2) Thelandlordshallsigneachinspectionreport,andshallrequirethetenanttosignthe reportforthetenant'sdwellingunit.Ifthetenantdisagreeswithanynotationmadeby thelandlordonthereport,thelandlordshallpermitthetenanttomakewritten commentsonthereportpriortosigningit.Thelandlordshallprovidethetenantwitha copyofthereportafteritissignedbythetenantandthelandlord. (3)Theminimumbuildingandpropertymaintenancestandardsestablishedbythe InternationalPropertyMaintenanceCodeandotherapplicablecitycodesshallbe coveredbytheinspection,includingbutnotlimitedtothefollowingitems: a.Electricalfacilities. b. Plumbingfacilities. c.Heatingfacilities. d. Ventilation. e.Smokedetectors. about:blank10/19/2016 Plano,TXCodeofOrdinancesPage7of8 Exhibit 3 f.Occupancylimitations. g.Meansofingress/egress. h.Handrailsandguardrails. i.Rubbishandgarbage. (b)Alandlordshallmaintainreportsoftheinspectionsconductedpursuanttosubsection(a)for alldwellingunitswithinthemulti-familydwellingcomplex. (1)Thereportsshallbeinwrittenformonaformprescribedbythedirectorof neighborhoodservices. (2)Thereportshallincludeplacesformarkingwhetherthedwellingunitcomplieswiththe standardssetbythissectionandshallincludethenamesofallpersonsoccupyingthe dwellingunitexcludingovernightguests. (3)Thereportshallalsoinclude: a.Thenamesofdesignatedemployeesorotherauthorizedpersonswhoshallbe assignedtorespondtoemergencyconditions; b.Thetelephonenumberwheresaidemployeescanbecontactedduringany24-hour period.Emergencyconditionsshallincludefire,naturaldisaster,flood,collapse hazard,burstpipesorviolentcrime;and c.Anoticeforreportingcodeviolationstothecityasfollows: "TOREPORTUNRESOLVEDVIOLATIONSOFCITYPROPERTYMAINTENANCECODEFOR THESEPREMISES,PLEASECONTACTTHENEIGHBORHOODSERVICESDEPARTMENTAT (972)208-8150." (4)Theinspectionreportsshallbemaintainedbythelandlordforaminimumofthree (3)years. (Ord.No.2005-11-25,§I,11-28-05;Ord.No.2007-1-19,§§I,II,1-22-07;Ord.No.2016-6-10,§V, 6-13-16) Sec.6-74.-Offenses. Alandlordcommitsanoffenseifthelandlord: (1)Operatesamulti-familydwellingcomplexwhichisnotcurrentlyregisteredwiththe directorasrequiredbythisarticle; (2)Failstopayadministrativefeesasrequiredbythisarticle; (3)Maintainsapropertyinviolationofthecity'spropertymaintenancecode; about:blank10/19/2016 Plano,TXCodeofOrdinancesPage8of8 Exhibit 3 (4)Failstomakelandlord/tenantselfinspectionsasoutlinedinsection6-73;or (5)Commitsanyotherviolationofthisarticle. (Ord.No.2005-11-25,§I,11-28-05;Ord.No.2007-1-19,§§I,II,1-22-07) Sec.6-75.-Posting. Eachmulti-familydwellingunitdescribedhereinshallhaveprominentlydisplayedina conspicuous,publiclyaccessibleareaonthepremisesofthecomplex: (1)Currentandvalidregistrationcertificates. (2)Signspostedbytheownerorownersrepresentativeshowingthenamesofdesignated employeesorauthorizedrepresentativeswhoshallbeassignedtorespondto emergencyconditionsandatelephonenumberwheresaidemployeescanbecontacted duringanytwenty-four(24)hourperiod. (Ord.No.2005-11-25,§I,11-28-05) Secs.6-76—79.-Reserved. Sec.6-80.-Enforcement. (a)AviolationofthisdivisionisaClassCmisdemeanorpunishableasstatedinsection1-4(a)of thisCode. (b)NothinginthisarticleprohibitstheCityofPlanofromenforcingcivilandcriminal enforcementremediesconcurrentlyoravailingitselfofanyotherremedyallowedbylaw. (Ord.No.2005-11-25,§I,11-28-05) Secs.6-81—6-110.-Reserved. about:blank10/19/2016 Exhibit 4 Exhibit 5 Invoice Number: _________Mail to: City of Carrollton Utility Customer Service P.O. Box 115125 Carrollton, Texas 75011-05125 (972) 466-3060 Single-Family Rental Registration Form Property Information: 1.Rental Property Address: ______________________________________________________________________________ Tenant Information:Property is (one)VACANTOCCUPIED Primary Tenant Name: ________________3.Number of Occupants _____________ 2. 4.Primary Tenant Driver License Number _______________________________________ 5.Tenant Daytime Telephone Number _______________________________ 6.Tenant Email address _______________________________________________________ 7.Has there been a change of tenants since your last registration? Yes No N/A Owner Information: 8.This single-family rental home is owned by a(n): check one IndividualPartnershipCorporationOther 9.Individual Owner Name: ______________________________________________________________________________ 10.Individual Owner Driver License Number and State of Issue: _______________________________________________ 11.Individual Owner Street Address: ______________________________________________________________________ City: __________________________ State __________________ Zipcode_____________ 12.Individual Owner Telephone Number: ________________________ 13.Individual Owner Email Address: _______________________________________________________________________ 14.Corporation/Partnership/Company Name: _______________________________________________________________ 15.Corporation/Partnership/Company Mailing Address: ______________________________________________________ ______________________________________________________ City: _______________________ State __________ Zipcode_________ 16.Is this a Foreign Corporation/Partnership/Company? Yes No 17.Is this Corporation/Partnership/Company Incorporated in the State of Texas?YesNo 18.Corporation/Partnership/Company Email address: ________________________________________________________ 19.Registered Agent Name: ________________________________________________________________________________ 20.Registered Agent Telephone Number: _________________________ 21.Registered Agent Email Address: ________________________________________________________________________ Property Manager Information: 22.Property Manager Name: _____________________________________________________________________________ 23.Property Manager Street Address: ______________________________________________________________________ ______________________________________________________________________ City: ___________________________ State _______________ Zipcode ______________ 24.Agent Name: ______________________________________________________________________ 25.Agent Telephone Number: ________________________________________________ 26.Agent Email Address: _______________________________________________________________ I hereby certify that all information provided in this application is, to the best of my knowledge and belief, true, accurate, and complete. I am aware that there are significant penalties for submitting false information, including fines up to $500.00 per violation Signature of Owner/Agent Attesting to Certification: _________________________________________________________________ Printed Name: ________________________________________________________ Date __________________________________ ENVIRONMENTAL SERVICES P.O. Box 110535 * Carrollton, Texas 75011-0535 Exhibit 5 Single-Family Rental Registration Invoice Invoice Number: Single Family Account Number: 100043521 Date of Issue: Single-Family Rental Address: , Carrollton, Texas TO: PLEASE REMIT PAYMENT TO: CITY OF CARROLLTON UTILITY CUSTOMER SERVICE P.O. BOX 115125 CARROLLTON, TEXAS 75011-5125 DESCRIPTIONAMOUNT Single-Family Rental Registration Fee$50.00 *Online registration and payment is not available at this time.Credit Card payments may only be made in person at City of Carrollton Utility Billing Department in City Hall. *Be certain to legibly complete all sections of the application. If youfail to do so, the application may be considered invalid and bereturned and citations may be issued. *Applications and/or payment received in our office after the due datemay result in citations being issued. (Each day of violation is aseparate offense. The maximum fine for each citation is $500.00.) *Failure to paywithin 30 days of the date on the invoice may resultin a late fee of $50.00. Also, citations and fines may be assessed if therental property is not properly registered with the city. TOTAL$50.00 FOR PROPER CREDIT PLEASE RETURN A COPY OF THIS INVOICE AND YOUR COMPLETED APPLICATION WITH YOUR PAYMENT!FAILURE TO SUBMIT THE REGISTRATION FEE AT THE TIME OF THE REGISTRATION FORM IS SUBMITTED WILL BE CONSIDERED AN INCOMPLETE REGISTRATION AND BE SUBJECT TO THE AFOREMENTIONED PENALTIES. Thank you for your cooperation. Should you have questions regarding this matter, please contact the Environmental Service Department at (972) 466-3060. ENVIRONMENTAL SERVICES P.O. Box 110535 * Carrollton, Texas 75011-0535 Exhibit 6 Exhibit 6 Exhibit 6 Exhibit 6 Exhibit 6 Exhibit7 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1461,Version:1 Agenda Information Sheet DEPARTMENT:Economic Development CM/ ACM:Howard Martin Date:December 13, 2016 SUBJECT Receive a report, hold a discussion, and give staff direction regarding valet parking in the Downtown area. BACKGROUND Inearly2013,Queenie’sSteakhouse,locatedat115E.HickoryStreet,approachedtheCityofDentonto requestapermittovaletparkcarsfortheirpatrons.Staffexploredseveraloptions,includingdesignatinga loadingzone,leasingspacesinthepublicright-of-way,orallowingQueenie’stousepublicparkingspaces untilavaletpolicycouldbeputintoplace.Theoptionthatwasselectedatthetime,pendingtheadoptionofa valet ordinance, was to enter into a temporary arrangement with Queenie’s under the following conditions: The valet stand may be placed on the sidewalk facing the public parking spaces along East Hickory Street, in front of Queenie’s. The valet service may utilize one or two public parking spaces to facilitate valet parking if the spaces are open and available. The valet service may politely ask a citizen if they would move their vehicle from a parking space in order to accommodate the valet. The valet service may not require a citizen to move their vehicle and may not block any public parking spaces. In October 2013, Council heard a work session presentation regarding valet parking and was presented with a draft valet ordinance along with the conditions of the temporary arrangement with Queenie’s. Council requested changes to certain sections of the draft ordinance. At that time, capital improvements were set to begin on East Hickory, and it was suggested that staff wait until the capital project was complete before moving ahead with the valet item. In December 2015, Council heard a work session presentation regarding valet parking and directed staff to move forward with updating a draft ordinance. Staff has been researching other cities’ policies, procedures and practices concerning valet parking and is working on a draft policy. This proposed policy will include a fee for using the on-street parking spaces, insurance requirements, and placement of signs and the valet stand. In December 2016, Council received a closed meeting briefing from the Legal Department regarding valet parking. Denton’s downtown will continue to redevelop, and that will bring opportunities and challenges as we strive to promote optimal conditions for growth and development. A valet parking ordinance will have a direct effect on the overall picture of downtown mobility and parking, and as such, should be considered in that larger context. City of DentonPage 1 of 2Printed on 12/9/2016 powered by Legistar© File #:ID 16-1461,Version:1 The Department of Development Services Planning Division is currently in the process of evaluating the parking parameters of the Denton Development Code and specifically reviewing and evaluating the Downtown Implementation Plan (DTIP) parking strategy. The intent of the comprehensive parking study is to examine: Existing parking supply and demand and expected future demand Deficiencies of existing and expected future parking Impact of bicycle and pedestrian traffic and transit Special parking needs, such as businesses and special events This study will provide the necessary context for consideration of a valet parking ordinance. Further, an interdepartmental working group facilitated by Economic Development is being formed to provide input and support as the comprehensive parking study moves forward. It is staff’s recommendation that Council pause the discussion of a valet ordinance pending the completion of the comprehensive parking study. Further, at Council’s direction, staff has drafted a proposed ordinance prohibiting valet parking on public right-of-way in the Downtown Implementation Plan (DTIP) area until such time that a comprehensive parking study can be conducted and a valet ordinance can be drafted, based on the results of said study. PRIOR ACTION/REVIEW (Council, Boards, Commissions) December 6, 2016 - A closed meeting legal briefing was presented to Council. September 2, 2016 - Council received an Informal Staff Report on Valet Parking. June 24, 2016 - Council received an Informal Staff Report on Valet Parking. December 1, 2015 - A work session on valet parking was presented to Council. October 1, 2013 - A work session on valet parking was presented to Council. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Safe, Liveable & Family-Friendly Community Related Goal:2.2 Seek solutions to mobility demands and enhance connectivity EXHIBITS Exhibit 1 - Presentation Respectfully submitted: Caroline Booth Director of Economic Development City of DentonPage 2 of 2Printed on 12/9/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1538,Version:1 Agenda Information Sheet DEPARTMENT:Human Resources CM/ ACM:Bryan Langley Date:December 13, 2016 SUBJECT Receiveareport,holdadiscussion,andgivedirectiontostaffandWaters&CompanyontheCityAuditor interview process. BACKGROUND AttheOctober11,2016,CityCouncilmeeting,Councilapprovedthejobdescription(withsomenotededits) andmarketingbrochuredevelopedbyWaters&CompanyfortheCityAuditorsearch.CarlaRomine,Director ofHumanResources,emailedtheeditedjobdescriptionandmarketingbrochuretotheCouncilonOctober17, 2016, and notified the Council that Waters & Company was going to begin advertising the position. TheCouncilwillreviewthesemifinalistsduringtheDecember13,2016,CityCouncilmeeting,withthehopes thatfinalistscanbeselectedduringthatmeeting.Iffurtherdiscussionisneeded,staffwillschedulesubsequent meetings. ThepurposeofthisagendaitemistoseekdirectionfromtheCouncilmembersontheirdesiresfortheCity Auditor interview process. A proposed interview schedule has been included for Council consideration. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:1.2 Develop a high-performance work force EXHIBITS Exhibit 1 - Proposed Interview Schedule City of DentonPage 1 of 2Printed on 12/9/2016 powered by Legistar© File #:ID 16-1538,Version:1 Respectfully submitted: Carla Romine Director of Human Resources City of DentonPage 2 of 2Printed on 12/9/2016 powered by Legistar© CityAuditor InterviewSchedule Day1Α 12:00p.m.Α12:30p.m.Welcome/OrientationCityCouncilWorkSessionRoom withCityCouncilCityHall,215EastMcKinney Denton,Texas76201 12:30p.m.Α1:15p.m.LunchwithCMandCityHallConferenceRoom ACMs 1:15p.m.Α5:00p.m.CityTour 5:15p.m.Α6:30p.m.ReceptionwithCityCityCouncilWorkSessionRoom Counciland DepartmentHeads Day2ΑInterviewswithCityCouncilintheCityCouncilWorkSessionRoom 8:30a.m.Α9:45a.m.Candidate1 10:00a.m.Α11:15a.m.Candidate2 11:30a.m.Α12:15p.m.Lunch^ 12:15p.m.Α1:30p.m.Candidate3 1:45p.m.Α3:00p.m.Candidate4 3:15p.m.Α4:30p.m.Candidate5 ^Candidatesareontheirownbeforeandaftertheirscheduledinterview. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1603,Version:1 Agenda Information Sheet DEPARTMENT:City Manager’s Office CM/ ACM:John Cabrales, Jr. Date:December 13, 2016 SUBJECT Receiveareport,holdadiscussion,andgivestaffdirectionregardingtheCityofDenton’s2017State th Legislative Program for the 85 Texas Legislature. BACKGROUND th The85RegularSessionoftheTexasLegislaturebeginsJanuary10,2017.Theproposed2017State LegislativeProgramisprovidedasExhibit1,foryourconsideration.Ourprogramconsistsofposition statementsregardingissuesweanticipatetheTexasLegislaturemayconsider,basedonprevioussessions, interimreports,anddiscussionswithourpartnersandstakeholders.StaffhasworkedwiththeTexasMunicipal League(TML),theTMLBigCitygroup,ourlegislativeconsultants,andothercitiestoidentifylegislative issuesofinteresttoDenton.Theseissuesprimarilyrelatetostateinitiativesthatcouldimpactcityfinances, landregulation,regionaltransportation,utility,andpublicsafetyissues.Thelegislativeprogramgivescity representativestheabilitytoreactquicklytoproposedlegislation,andrespondappropriatelyonbehalfofthe City. Eachsession,theTexasLegislaturefilesalargenumberofcity-relatedbills,themajorityofwhichpropose th impedimentstotheabilityofcitiestogovernfromalocalperspective.Forthe84RegularSessionofthe TexasLegislature(2015),legislatorsfiledmorethan6,000bills,andmorethan1,600werecity-related.Pre- filingofbillsbeganNovember14,2016,andalreadytheLegislaturehasfiledalmost700bills(asofNovember 28).Forthelastseveralsessions,legislativeleadershavecontinuedtofileandsupportbillsthatwouldimposea localrevenuecap,lowerorbroadenthecurrentcaponannualincreasesinpropertytaxappraisals,enactcostly unfunded mandates, or generally erode municipal authority to conduct local affairs. th Wedonotanticipatethe85Legislaturetobefriendlytowardmunicipalities.Lastsession,billswerefiledthat soughttoeliminatehome-ruleauthority-amorethan100-yearconstitutionalauthoritygrantedtocities. AccordingtoTML,“homeruleistherightofcitizensatthegrassrootsleveltomanagetheirownaffairswith minimuminterferencefromthestate.Homeruleassumesthatgovernmentalproblemsshouldbesolvedatthe lowestpossiblelevel,closesttothepeople.AsDentoncontinuestogrow,ourlegislativeexposurecontinuesto increasewithpotentiallygreaternegativeimpactstoourbudget,andmoreimportantly,ontheelected governing body’s authority to make decisions and ability to deliver services in the best interest of our citizens. th Duringthe84TexasLegislatureInterimSession,numerous“interimcharges”weregiventothelegislatureby City of DentonPage 1 of 5Printed on 12/9/2016 powered by Legistar© File #:ID 16-1603,Version:1 theSpeakeroftheHouseandtheLieutenantGovernortostudyandreportbacktotheHouseandSenate members.Typically,thesestudiesidentifypossiblelegislativeactionsandoftenresultinthefilingofbillsin thenextregularlegislativesession.SeveraloftheseinterimchargeshavethepotentialofimpactingtheCityof Denton,includingareportonrevenuecapsfromtheSelectCommitteeonPropertyTaxReform.Infact,aswe th enterthe85legislativesession,oneofthebiggestconcernsforcitiesisthatLt.GovernorDanPatrickhas consistentlystatedpubliclythatheintendstopasslegislationthatwouldimposerevenuecaps,limitinga municipality’sabilitytoraiseadequaterevenuetofinanceessentialservicesforitscitizens.Inaddition,thereis alwaysconcernthelegislaturewillpassunfundedmandatestolocalgovernmentsastheylookforwaysto move legislation without having a negative financial impact to the state. Proposed Legislative Program Revisions Belowaretheproposedadditionsanddeletions,aswellasapage-by-pageoverviewofrevisionsthathavebeen madefromthe2015LegislativeProgramtothe2017LegislativeProgram.Ofnote,theParksandRecreation Departmenthasrequestedconsiderationofalegislativeinitiativethatwouldenhancefundingtoolsavailableto theCityCouncilinfinancingupgradestolocalsportsfacilitiesorfields,whichhostregionalandstatewide sports tournaments. This proposal is fully outlined in Exhibit 2. Proposed Additions for Consideration: Seek introduction and passage of legislation that would amend the Tax Code by adding the City of Denton to the bracketed list of municipalities authorized to utilize Hotel Occupancy Tax (HOT) funds for enhancement and upgrading of city-owned and existing sports facilities or fields, which provide significant economic benefit to the community. (p. 12; Details in Exhibit 2 and 3). Oppose legislation that would erode local control of existing authority and regulations of gas well th operations, as articulated in HB 40 (84 Legislature). (p. 13; replacing the 2015 statement of support for retaining municipal authority over oil and gas regulation). Oppose legislation that will restrict MOUs from building transmission infrastructure outside their service area. (p. 13) Support legislation that would protect the ability of the City to be adequately compensated for any use of its rights-of-way. (p. 13) Oppose legislation that would erode the City’s authority over the management and control of its rights- of-way. (p. 14) Oppose any legislation that would erode the City’s authority to require utility companies to pay the costs of relocating their facilities in a time manner as required by current law. (p. 14) Support legislation that would include solid waste collection vehicles, as well as other municipal utility vehicles, into the current Texas Move Over Law (Texas Transportation Code 545.157). (p. 14) Support legislation that would clarify regulations related to open carry in municipally owned facilities that are contractually operated by non-profit or private entities. (p.15) City of DentonPage 2 of 5Printed on 12/9/2016 powered by Legistar© File #:ID 16-1603,Version:1 Support legislation that would clarify where open carry is prohibited in a municipally owned court office building. (p.15) Support legislation that would provide a statewide ban on the use of hand-held devices while operating a vehicle, provided more stringent city ordinances are not preempted. (p. 15) Oppose legislation that would increase state regulation of local ballot language. (p. 15) Proposed Deletions for Consideration: Support legislation that clarifies TCEQ’s sanitary sewer overflow reporting standards. This item was th achieved in the 84 Legislative Session. Oppose legislation that would allow open-carry firearms in municipally-owned facilities. The State Legislature passed HB 910 permitting open-carry in municipally-owned facilities. “Support legislation that would clarify that the state’s vested rights law does not apply to subsurface mineral development as it relates to permits issued by the municipality for oil and gas development activities.” HB 40 was enacted by the legislature limiting municipalities’ regulatory authority related to oil and gas operations. This statement has been deleted from the Priority Legislative Agenda, as has the accompanying white paper. Support the preservation of municipal authority to reduce the effects of oil and gas development on city residents. This item has been replaced with the statement regarding municipal authority following HB 40 enactment. Page-by-Page Revisions Page 3, City of Denton Council Members page has been updated with the new council headshots. The Council district map has been updated. Page 4, City of Denton Management contact information has been updated to reflect staff transitions. Page 6, the General Legislative Policy page has revised formatting, order of information, and some redundancy has been eliminated. Page 7, Priority Legislative Agenda, updated revenue cap statement to more specifically reflect expected legislation. Eliminated position statement related to oil and gas development and vested rights (see Proposed Deletions for Consideration). HB 40 was enacted by the legislature limiting municipalities’ regulatory authority th related to oil and gas operations. This position statement is thus unnecessary for the 85 Legislature. The wording on the DME statements was revised minimally, but the content remains the same. Page 8, Preserve Local Budgeting Authority and Revenue Sources, slightly updated language with no substantive changes. City of DentonPage 3 of 5Printed on 12/9/2016 powered by Legistar© File #:ID 16-1603,Version:1 Pages 10-11, Preserve Community Ownership and Operation of Denton Municipal Electric, this headline was updated. Only minor revisions to the language, with updates to reflect recent changes to the energy portfolio and the current state legislative environment. Pages 12-13, General Legislative Agenda, Revenue and Taxation includes HOT Funds legislative proposal, but otherwise no substantive changes to the language. Land Use Resources statements updated by Legal to be more comprehensive, but content remains the same. Moved the statement regarding relocation of utility company facilities under Utilities. Refer to Proposed Additions and Proposed Deletions for Consideration above for additional information. Pages 13-16, General Legislative Agenda continued, two new position statements added by legal for consideration regarding public rights-of-way; one new position added regarding public safety Association Business Leave. Otherwise has only minor revisions to language without substantive changes. Refer to Proposed Additions and Proposed Deletions for Consideration above for additional information. PRIOR ACTION/REVIEW (Council, Boards, Commissions) December 16, 2014 - The City Council considered and approved Resolution 2014-044 adopting the City of th Denton’s 2015 Legislative Program for the 84 Texas Legislature. December 6, 2016 - The City Council requested a Work Session Item on this topic in lieu of the scheduled Item for Individual Consideration. FISCAL INFORMATION N/A STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.6 Collaborate with local, regional, state, and federal partners EXHIBITS 1.Proposed 2017 State Legislative Program 2.HOT Fund Legislative Proposal White Paper 3.Tax Code 351.101 in reference to the HOT Fund Legislative Proposal 4.Resolution for consideration to approve the 2017 State Legislative Program City of DentonPage 4 of 5Printed on 12/9/2016 powered by Legistar© File #:ID 16-1603,Version:1 Respectfully submitted: Lindsey N. Baker Intergovernmental Relations/Public Information Officer City of DentonPage 5 of 5Printed on 12/9/2016 powered by Legistar© EXHIBIT 1 City of Denton 2017 State Legislative Agenda th 85Texas Legislature EXHIBIT 1 TABLE OF CONTENTS I. City of Denton Mayor and CouncilContact Information 3 II. City of Denton City Management Contact Information 4 III. 2017 State Legislative Program Adopting Resolution 5 IV. General Legislative Policy6 V. Priority Legislative Agenda7 VI. Discussion of PriorityLegislative Issues 8 VII. General Legislative Agenda 12 Page 2 EXHIBIT 1 City ofDentonCity Council Members Mayor Chris Watts Chris.Watts@cityofdenton.com Sara Bagheri Dalton Gregory At-Large, Place 6 At-Large, Place 5 Sara.Bagheri@cityofdenton.com Dalton.Gregory@cityofdenton.com Joey Hawkins Mayor Pro Tem Kevin Roden District 4 District 1 Joey.Hawkins@cityofdenton.com Kevin.Roden@cityofdenton.com Keely Briggs Kathleen Wazny District 2 District 3 Keely.Briggs@cityofdenton.com Kathleen.Wazny@cityofdenton.com Page 3 EXHIBIT 1 City ofDentonCity Management (940) 349-8200 215 E. McKinney Denton, Texas 76201 www.cityofdenton.com Todd HilemanAnita Burgess City ManagerCity Attorney o/ (940) 349-8307o/ (940) 349-8336 Todd.Hileman@cityofdenton.comAnita.Burgess@cityofdenton.com Howard MartinJon Fortune Assistant City ManagerAssistant City Manager UtilitiesDevelopment Services o/ (940) 349-8232o/ (940) 349-8535 Howard.Martin@cityofdenton.comJon.Fortune@cityofdenton.com John Cabrales, Jr. Bryan Langley Assistant City ManagerAssistant City Manager OperationsFinance & Administration o/ (940) 349-8509o/ (940) 349-8224 John.Cabrales@cityofdenton.comBryan.Langley@cityofdenton.com Lindsey BakerAlison Ream Intergovernmental Relations/Administrative Services Manager Public Information Officero/ (940) 349-8310 o/ (940) 349-8234Alison.Ream@cityofdenton.com c/ (817) 994-7133 Page 4 EXHIBIT 1 RESOLUTIONNO. A RESOLUTION OF THE CITY OF DENTON,TEXAS, ADOPTING THE CITY OF th DENTON 2017 STATE LEGISLATIVE PROGRAM FOR THE 85TEXAS LEGISLATURE; AND PROVIDINGANEFFECTIVEDATE. th WHEREAS, the 85Texas Legislaturewill commence in January 2017; and WHEREAS, appraisal caps, revenue caps, budgeting authority, revenue sources, and many other legislativeissues affecting local government will be considered; and WHEREAS, the City of Denton desires to adopt its 2017 State Legislative Program for th the 85TexasLegislature; NOW, THERFORE, THE COUNCIL OF THECITYOF DENTON HEREBYRESOLVES: th SECTION 1. That the City of Dentons 2017 State Legislative Program for the 85 Texas Legislature is adopted as set forth herein and made a part of this resolution for all purposes. SECTION2. That the Mayor andCity Council, City Manager, and the City Attorney, or their designees, shall communicate the itemsincludedin the 2017 State Legislative Program to members of the Texas Legislature. SECTION 3. The CityManager, or his designee, is directed to draft appropriate legislation, seek asponsor, and actively pursue passage of such legislation by providing testimony from the Mayor, City Council,and City Staffand through otherappropriate means. PASSED ANDAPPROVED this the day of December 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITYATTORNEY BY: Page 5 EXHIBIT 1 GENERAL LEGISLATIVE POLICY STATEMENT OF PURPOSE The fundamentalgoal of legislative activities is to produce positive outcomes for the citizens of Denton as a whole. Numerous proposals in the Texas Legislature have the potential to seriously impactthe ability of the City to carry out its overallmission. By taking a proactive role in monitoring and commenting on proposals in the Texas Legislature, we are working to ensure thatthe citizens of Denton can continue to enjoy the quality of life they have come to expect and deserve. STATEMENT OF PRESERVATION As a general policy, the City will oppose any legislation viewed as detrimental to the Citys strategic goals or would limit home rule authority; is contrary to the health, safety, and welfare of its citizens; mandates increased costs or loss of revenues; or would diminish the fundamental authority of the City. The City will oppose any initiativesthat seek toerode municipal authority or that otherwise have a negative impact on municipaloperations, including but not limited to legislation that would: Erode home rule authority; Detrimentally affect the City financial position by reducing revenue streams or increasing costs through unfunded mandates or other means; Erode the authority of Texas cities to manage and control their rights-of-way or other public property, and to be reasonably compensated for suchuse; Erode current municipal economic development authority; Erode the current authority of Texas cities to enact a system and set the level of impact fees for newdevelopment;and Further restrict citability to adopt or amend zoning regulations or annex property in a citys extraterritorialjurisdiction. STATEMENT OF SUPPORT The Citysupports any legislation that would advance the Citys strategic goals and interests; improve the health, safety, and welfare of its citizens; and responsibly increase revenues. FORM COALITIONS The City will form strategic partnerships with other cities, political subdivisions, private sector and non-profit entities, and other appropriate stakeholders that share common goals with the City of Denton. Additionally, the City will work in coordination with organizations such as the Texas Municipal League when their adopted positions are in line with the legislative objectives and goals of the City. The formation of strategic partnerships andcoordinated efforts is intended to provide the City with a stronger presence in the legislative process. Page 6 EXHIBIT 1 PRIORITY LEGISLATIVE AGENDA PRIORITY LEGISLATIVE ISSUES 1. Preserve Local Budgeting Authority and Revenue Sources Oppose legislation that would impose a revenue cap, lower the rollback rate, or otherwise restrictthe ability of the Cityto set its own budget or raise the necessary revenue to provide services to City residents and businesses. 2. Preserve LocalControl of Land Use Planning and Zoning Support legislation that preserves local land use authority. Oppose legislation that would erode local land use authority by restricting the ability of cities to zone or rezone properties. 3. Preserve Community Ownership and Operation ofDenton Municipal Electric Oppose legislation that would deregulate Municipally Owned Utilities or amend their governing structure. governing Support legislation that would preserve Municipally Owned Utilit structure andto maintain a diversified energy portfolio. ability Page 7 EXHIBIT 1 DISCUSSION OF PRIORITY LEGISLATIVE ISSUES Preserve Local Budgeting Authority and Revenue Sources The City of Denton will oppose legislation that would impose a revenue cap, lower the rollback rate, or otherwise restricttheabilityof theCitto set its own budget or raise the necessary revenue to provide services to Cityresidents and businesses. ISSUE During the last severalTexas LegislativeSessions, proposals have been set forth that would severely limitthe ability of cities to set their budgets or raise adequate revenues to carry out their fundamental functions. For example, numerous proposals to local revenues and property appraisals have beenfiled in the Texas Legislature.Every elected officialin the City ofDenton is sensitive to the tax burden our citizens and businesses pay, and is accountable to the local electorate for the decisions they make. We are also mindful, however,thatittakes a great deal of flexibility with our local budgetto meettheunique demands for serviceswhile atthe same time preserving the high standards our community expects. PROBLEM Revenue and appraisal caps undermine the ability of local governments to meet the individual needs and circumstances of their cities. Additionally, one-size-fits-all caviolate the fundamental principle of local control. Citizens and businesses have numerous opportunities to provide input to the City of Dentondget and tax rate setting processes. Most importantly, the citizens of our City getto voice their approval or disapproval of our budgeting performance and tax rates every time we hold a municipal election. Unfortunately, extremely low appraisal and revenue caps can produce numerous problems. For instance, appraisal caps shift the inequitable tax burden to businesses and new homeowners. This inequitable shiftcan produce serious long-term negativeconsequences forthe localeconomy. Revenue caps, on the other hand, require theCity to cut services, delay critical road and facility maintenance, delay or eliminate public safety equipment and facility upgrades, or take on more debt to fund local projects and services.Thesetypes of psare particularly harmful to a city like Denton, because it prevents the City from adequately dealing with the infrastructure needs brought on by tremendous population growth. Itis inappropriate for the State ofTexas to expectlocalgovernments to provide numerous public services with no funding from the State, while atthe same time unduly restricting the ability of localgovernments to raise the necessary levels of revenue to provide therequired services. SOLUTION If revenue caps are going to be applied to local governments, they should be applied uniformly to the state budget,as well. In short, the same rules should apply to all levels of government. The State could also supplement local government funding as other states that impose revenue caps have done. Page 8 EXHIBIT 1 PreserveLocalControlofLandUsePlanningandZoning The City of Denton will support legislation that preserves local land use authority and oppose legislation that will erode local land use authority by restricting the ability of cities to zone or rezone properties. ISSUE Over the past few legislative sessions various proposals have been introduced to restrict the ability of cities to enforce their traditional land use controls. Specifically,legislation that requirescities to compensate landowners any time a zoning classification changeis effected (often referred to as a downzoning), hascome dangerously close to becoming thelaw. Under these proposals, cities would have to compensate landowners, even if the proposed zoning changes did not interfere with the current or intended use of the property. In addition to compensating landowners for zoning changes, proposals have been considered that would require compensation for numerous types of city regulations. For example, previously proposed legislation would have required cities to compensate landowners if they restricted the ability of patrons to smoke on premises or limited the time of day that alcohol could be served. All of these types of local restrictions have been debated under the theory gulatory taking Additionallegislative proposals would have prevented cities from everchanging the zoning classification of a property if any type of basic permit or site plan has been filed with any governmental entity.Since 1999 the Texas Legislature has continually expanded the permit vestingstatute to include different aspects of city land use authority. The expansion of the permistatute is beginning to interfere with the ability of cities to impose orderly, efficient, and comprehensive land useand development plans for their communities. PROBLEM Restricting the ability of cities to properly regulate land uses ultimately prevents them from being able to respond to the needs and demands of their citizens. For example, land use controls are used to keep undesirable businesses from locating in neighborhood-type settings. Additionally, one of the main reasons people live in cities is to have the protection of a regulated land use system. In short,when a home or business locates in a particularcity they do so, in part, to ensure thatan incompatible structure will not be placed nextto their property. SOLUTION The ability of most cities to manage growth and development is based on the Texas constituti home rule provisions. Cities are allowed to amend charters and pass ordinances as long asthey do not conflict with the constitution or generallaws enacted by the state legislature. This means that each home rule city can make its own decisions about what planning tools and techniques are most appropriate to its situation unlessthose tools have been proscribed by the Texas legislature. The State should be very cautious in proscribing solutions that are onlyapplicable to individual situations because of the vast differencesbetween cities in this large state. Page 9 EXHIBIT 1 PreserveCommunity Ownership and OperationofDentonMunicipal Electric The City of Denton will oppose legislation thatderegulates Municipally Owned Utilities or amends their governance authority. ISSUE Recent State Legislative sessions sawbills introduced regarding partial deregulation for specific Municipally Owned Utilities (MOU).Ultimately, none of the bills passed into law.However, this type of legislativepressure toward specific MOUscan have a widespread, negative impact and unforeseen consequences on MOUs throughout thestate. Municipalities owning an electric utility, such asin Denton's case, retain local regulatoryauthority through its main governing body, the City Council. Itis the role and choice of these City Councils to determine each MOUs energy future by exercising its authority whether to opt in to the deregulated market or to retain its local authority. In April, 2001, the Denton City Counciltook a wait-and-see approach and exercised its authority choosing not to opt in to deregulation. To date, there hasbeen no viable reason for Denton to enter into the deregulated market. Requiring MOUs to participate in the retail deregulatedmarket essentially eliminates the authority of the governing bodies of MOUs andforces them to operate under the same guidelines as investor owned utilities.Historically, DME electric rates have remained stable and competitively priced. Mandating that an MOU participate in the deregulated market not only increases its financial burden, but also ensures that the increased costs are passed through to the DME ratepayers, thus placing DME at a competitive disadvantage in the electric market. In addition, should an MOU such as that owned by the citizens of Denton be required to opt in, it mitigates the strategic measures that the local citizens have enacted such as requiring more renewable resources and higher reliability from their MOU. PROBLEM Austin Energy(AE) rate issues have raised the deregulation issue and it is anticipated that legislation will be proposed to deregulate allor a portion of AE. The opt-in discussions concerning AE may be expanded to include allMOUs.For Denton to enter the deregulated market, the additional operating expense would be substantial. The current and additional operating expenses could be spreadacross a smallercustomerbaseshould customers exercise their power to chooseAreduction in DMEs customer basewouldensure that its remaining customers would have to absorb the increased costs in the form of higherelectric rates. SOLUTION MOUs must preserve the local authority and governing structure to provide affordable electric service and energy portfolio diversity to its ratepayers. Page 10 EXHIBIT 1 PreserveCommunity Ownership and OperationofDentonMunicipal Electric The City of Denton will support legislation that preserves the governance structure and ability of Municipally Owned Utilities to maintain adiversified energy portfolio. ISSUE The City of Denton is a nationally recognized environmental leader because of its continued diversification of DMEs energy portfolio. At noadditional cost to its ratepayers, DME provides more wind energy per capita than any other city in the United States andoffers one of the largest rebates for the installation of renewable energy generation in Texas. The City of Denton and DME recognize the importance of reducing the overalldependence on fossil fuel generation, while, atthe same time being fiscally responsible to its citizens and ratepayers. As part of an overall goal to increase the renewable portfolio while protecting rates and reliability, the City ratepayers $500 million over the next 20 years, cut emissions by over 70%, and reduce natural gas usage by 37%. PROBLEM Any legislation that eliminates MOUauthority to determine and maintain a diversified energy portfolio is fiscally irresponsible to the ratepayers. While some areasare more suited for specific types of renewable generation, not all utility scale generation is appropriate in all locations. For example, the cost of constructing and operating solar energy generation can be prohibitive. While solarcosts have declined overrecent years, the capital costs, scarcity of land, lack of electric infrastructure, and diminishedlevels of generation output, as compared to conventional generation, can substantially drive the cost per megawatt-hour of solar energy production upward. Itis unrealistic and cost prohibitive for the State of Texas to expect MOUs to provide economically priced electricity to its citizens, while requiring a diversified energy portfolio that includes predetermined amounts of specific renewable sourceswithout funding from the State. SOLUTION MOUs must preserve the community authority and governing structure to provide affordable electric service to its ratepayers. If energy portfolio diversity becomes a requirement, MOUs should have the option to determine which renewable generation source is most suited to each MOUervicearea. If a generation requirement is mandated, it should be applied uniformly to investor owned utilities, cooperatives, and MOUs. In addition, the State should supplement local government funding of the construction of utility scale renewable generation to offsetthe impact to the citizens of Denton. Page 11 EXHIBIT 1 GENERAL LEGISLATIVE AGENDA Revenue and Taxation Support legislation that would improve the appraisal processto ensure equal and uniformapplication of property taxes. Oppose legislation that would restrict the ability of cities to impose and collect municipal impact feesfrom newdevelopments. Seek introduction and passageof legislation that would amend the Tax Codeby adding the City of Denton to the bracketed list of municipalities authorized to utilize Hotel Occupancy Tax (HOT) funds for enhancement and upgrading of city-owned and existing sports facilities or fields, which provide significant economic benefit to the community. Land Use and Resources Support legislation that would provide municipalities the authority to regulate and enforce building codes, and property maintenance codes within the extraterritorial jurisdiction (ETJ). Oppose legislation that would reduce a municipalitys authority and discretionto approve the creation of a special district within a citysincorporated area or ETJ, including the expansion of a districaries or powers. Oppose legislation that would erode city annexation authority,including but not limited to the elimination or restriction of the use of limited purpose annexations or the addition of election or consent requirements. Oppose legislation that would reduce or eliminate development fees, exactions (or impact fees), or building permits. Oppose legislation that would restrict citability to adopt or amend zoning regulations or the applicability of those regulations to existing projects, including but not limited to the creation of any property rights or vesting in a zoning and use classification or any restrictions regarding downzoning. Support legislation that would allow local governments to enact ordinances relating to health and safety regulations as applied to gas drilling and production activities and to reduce the effects of oil and gas development on city residents. Support legislation that would allow cities to enact ordinances regulatingzoning and development free from exception/exemption, including but not limited to imposing limitations on the availability of the Freeze Law under Chapter 245of the Texas Local Government Code. Page 12 EXHIBIT 1 Oppose legislation that would erode local control of existing authority and regulations th of gas well operations, as articulated in HB 40 (84Legislature). Utilities Support legislation that preserves Congestion Revenue Rights (PCRRs) assigned to municipal utilitiesin exchange for supporting the nodalmarket construct. Support legislation that preserves the Community Regulation of Municipal Electric Utilities. Support legislation that protects the ability of governmental entities to maintain confidentiality ofcertain critical documents and activities. Support legislation that requires market participants and RetailElectric Providers (REPs)to be properly capitalized before they are allowed to participate in the ERCOT market. Support legislation that requiresproper credit requirements for the startup of Retail Electric Providers (REPs). Oppose legislation that requires municipal electric utilities to pay uplifted charges for those ERCOT Retail Electric Providers (REP) that declare bankruptcy orfor any other ERCOT short pay charges. Oppose legislation that would extend electric subsidies provided by municipal utilities to four-year state universities, upper levelinstitutions, Texas state technicalcolleges, or other special groups. Oppose any legislation that willincreaseERCOT Fees. Oppose legislation that will restrict MOUs from building transmission infrastructure outside their service area. Oppose legislation that provides any furtherexemptions to the drainage fee. Oppose legislation that would impose state tap feeor any othertype of state charge onmunicipal water systems. Support legislation that would raise the exemption amounts for public works projects in theTexas Engineering PracticesAct. Oppose any legislation that would limit or prohibit a city's ability to make and sellcompost/mulch products inside and outside of the city limits. Support legislation that would protect the ability of the City to be adequately compensated for any use of its rights-of-way. Page 13 EXHIBIT 1 Oppose control of its rights-of-way. Oppose companies to pay the costs of relocating their facilities in a time manner as required by current law. Support legislation that would address the failure of utility companies to relocate their facilities in a timely mannerasrequired by currentlaw. Transportation Support legislation that would include solid waste collection vehicles, as well as other municipal utility vehicles, into the current Texas Move Over Law (Texas Transportation Code 545.157). Support legislation that would retain limited authority for TxDOT to enter into public-private partnerships on specific projects. Support legislation that would identify additional transportation revenue to enhance statewide and regional ability to maintain and improve transportation infrastructure, and that would provide metropolitan areas with flexible solutions to solve problems and ensure thatareas contributing to transportation solutions will not be penalized with a loss of traditional transportation funding. Support legislation that would constitutionally protect all revenues in Fund 6 and discontinue the diversion of transportation revenues to non-transportation purposes, and appropriate allrevenuesfrom highway user fees and taxes to fund transportation. Support legislation that would index the motor fuels tax to reduce the decline in purchase power of transportation funding. Support legislation that would increase vehicle registration fees to address transportation funding needs. Support legislation that would enforce existing regulations and penalties of driving requirements (e.g. vehicle registrations, driver licenses, and vehicle insurance). Oppose legislation that would remove or negate the strictlyvoluntary nature of highway turnbacks. Oppose legislation that would create a Regional Mobility Authority in the four county area ofNorth Central Texas including Dallas, Denton, Collin and Tarrant Counties for the purpose of administering funds received through revenue sharing agreements. Support legislation that directly benefits Denton County Transportation Authority, if suchproposals do not adverselyaffectthe Cityrest. Page 14 EXHIBIT 1 Public Safety Support legislation that would require 100 percent reimbursement of costs incurred bycities for services provided during emergency evacuation and shelter operations resulting from an emergency evacuation ordered by the governor or the governors Division of Emergency Management. Oppose legislation that further restricts a cityability to implement a photographic red light enforcementsystem to use cameras at traffic lights and impose a civil penalty for running the light. Support legislation that would clarify regulations related to open carry in municipally owned facilities that are contractually operated by non-profit or private entities. Supportlegislation that would clarify where open carry is prohibited in a municipally owned court office building. Supportlegislation that would provide a statewide ban on the use of hand-held devices while operating a vehicle, provided more stringent city ordinances are not preempted. Oppose legislation that would restrict a cityauthority to use license plate readers by law enforcement agencies. Opposelegislation that would prohibit use of Association Business Leave by authorized public safety Association members,as provided in existing meet and confer agreements. General Government Oppose state preemption of municipal authority in the regulation of payday lenders, unless proposed legislation provides adequate protections from aggressive and harmful lending practices. Opposelegislation that would increase state regulation of local ballot language. Support legislation that heightens environmentalstandards, improves air and water quality, and protects the health, safety, and welfare of Texans. Support legislation that would exempt cities from any federal collective bargaining legislation that may become law in the future. Support legislation amending Section 11.1825 of the Tax Code by adding that community housing development organizations (CHDOs) must receive an exemption from taxation from any affected municipality prior to receiving a tax exempt status from the local property appraisal district. Support legislation that would provide additional state funding for localand regional initiatives related to reducing the number of homeless persons and those at risk of homelessness in our community. Page 15 EXHIBIT 1 Support legislation that would provide state funding to assist local non-profits in providing adequate and coordinated mental health services throughout Denton County. Support legislation that would provide funding for Early Childhood Programs, including full-day service pre-kindergarten programs. Support legislation that directly benefits UNT and/or TWU, if such proposals do not adversely affectthe Citys interest. Support legislation that directly benefits Denton ISD, if such proposals do not adversely affectthe Cityrest. Oppose legislation that would further reduce funding to Denton ISD, if such proposals donot adversely affecttheCityrest. Page 16 EXHIBIT 2 HOT Funds Legislative Initiative White Paper Parks and Recreation has requested the City of Denton seek introduction and passage of legislation that would amend Tax Code Sec. 351.101 (a)7 by adding the City of Denton to the list of municipalities authorized to utilize Hotel Occupancy Tax (HOT) funds for enhancement and upgrading of city-owned and existing sports facilities or fields, which provide significant economic benefit to the community. Specifically, the purpose of HOT funds is tpromote tourism and the convention and hotel industry. The athletic tournaments hosted by the City of Denton Parks and Recreation Department generate revenue for the CityGeneral Fund, the Recreation Fund, and co-sponsored associations. More importantly, however, the tournaments to-date in 2016 alone provided an estimated economic impact to local businesses, such as hotels, restaurants, and retailers, of more than $1 million. In addition, the tournaments have generated more than 800 room nights for Denton hotels and brought in an estimated 28,083 spectators. The economic impact estimates are vetted through the Convention and Visitors Bureau. For calendar year 2017 the number of available tournament weekends has been reduced from 30 to 13 due to a lack of Park Maintenance personnel that is needed to maintain fields for tournaments and the overall cost of maintaining the fields. Additional tournament staff was requested for the 2016-2017 Budget, but funding was not approved. The proposed legislative initiative would allow the City Council an innovative funding mechanism to allocate existing HOT funds to the maintenance of Parks and Recreation existing sports facilities or fields in order to continue hosting, at previous levels, the athletic tournaments that have supported the local tourism industry and had such a positive economic impact on the community. If the legislation passes, it will provide the City Council the statutory authority to allocate HOT funds to the maintenance of existing City-owned sports facilities or fields for the specific purpose of hosting athletic tournaments should they so choose. There is a precedent of municipalities gaining statutory authority to access HOT funds for the th purposes stated herein. The statute, Tax Code Sec. 351.101 (a)7, was last amended in the 84 Legislature to include the City of San Marcos ((x) has a population of at least 40,000 and the San Marcos River flows through the municipality;) by House Bill 3615 (Isaac). There were other inclusions, but this is the most relevant to Dentons current interests. It was referred to the House Ways and Means Committee, recommended for the Local and Consent Calendar, and passed on Local 144/0. The bill was sent to the Senate Committee on Natural Resources and Economic Development, then placed on Local/Uncontested Calendar as substituted 31/0. The bill was sent to the Governorffice following a contentious conference committee and final passage by the House (118/20) and Senate (29/2). The statute was also amended by HB 3772, but this amendment is less relevant for our purposes than HB 3615. Current statutory authority extends only to baseball, softball, soccer, and flag football sports facilities or fields. There may be an interest in expanding the statute to expand this scope to include football, tennis, rugby, and lacrosse. This would allow greater flexibility in the types of tournaments the City continues to host while keeping up with the attendant maintenance needs. Intergovernmental Relations staff would, if directed by the City Council as part of the legislative th program, seek introduction and passage of legislation for the 85Legislative Session. This would include approaching a member of the Denton County delegation and requesting he/she sponsor a proposed bill, attending and testifying in support of the legislation at a committee hearing to which it could be referred, and educating other members of our delegation, relevant committee members, and other legislators and stakeholders so they are aware of and supportive of the proposed bill. The intent would be to have the legislation go on the local and consent calendars as a bracketed bil such that it would not impact other communities and only has a local impact. EXHIBIT 3 SUBCHAPTER B. USE AND ALLOCATION OF REVENUE Sec. 351.101. USE OF TAX REVENUE. (a) Revenue from the municipal hotel occupancy tax may be used only to promote tourism and the convention and hotel industry, and that use is limited to the following: (7) subject to Section 351.1076, the promotion of tourism by the enhancement and upgrading of existing sports facilities or fields, including facilities or fields for baseball, softball, soccer, and flag football, if: (A) the municipality owns the facilities or fields; (B) the municipality: (i) has a population of 80,000 or more and is located in a county that has a population of 350,000 or less; (ii) has a population of at least 75,000 but not more than 95,000 and is located in a county that has a population of less than 200,000 but more than 160,000; (iii) has a population of at least 36,000 but not more than 39,000 and is located in a county that has a population of 100,000 or less that is not adjacent to a county with a population of more than two million; (iv) has a population of at least 13,000 but less than 39,000 and is located in a county that has a population of at least 200,000; (v) has a population of at least 70,000 but less than 90,000 and no part of which is located in a county with a population greater than 150,000; (vi) is located in a county that: (a) is adjacent to the Texas-Mexico border; (b) has a population of at least 500,000; and (c) does not have a municipality with a population greater than 500,000; (vii) has a population of at least 25,000 but not more than 26,000 and is located in a county that has a population of 90,000 or less; or (viii) is located in a county that has a population of not more than 300,000 and in which a component university of the University of Houston System is located; and (C) the sports facilities and fields have been used, in the preceding calendar year, a combined total of more than 10 times for district, state, regional, or national sports tournaments; City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1535,Version:1 Agenda Information Sheet SUBJECT DeliberationsregardingaPersonnelMatter-UnderGovernmentCodeSection551.074andConsultationwith Attorneys - Under Texas Government Code, Section 551.071. Discussanddeliberateregardingtheevaluationofcandidatesandtheappointment/employmentofaCity Auditorandconsultation,deliberationandreceiptofinformationfromtheCityattorneysinvolvinglegal mattersrelatingtoemploymentlawandinterviewingofcandidates,whereapublicdiscussionoftheselegal matterswouldclearlyconflictwiththedutyoftheCity’sattorneystotheCityofDentonunderTexas Disciplinary Rules of Professional Conduct of the State Bar of Texas. City of DentonPage 1 of 1Printed on 12/9/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1408,Version:1 Agenda Information Sheet SUBJECT DeliberationsRegardingCertainPublicPowerUtilities:CompetitiveMatters-UnderTexasGovernmentCode Section 551.086. Receiveapresentationfromstaffregardingpublicpowercompetitiveandfinancialmatterspertainingtoplans, strategies,opportunities,anddevelopmentsforgenerationimprovementstotheCity’selectricsystem;discuss anddeliberatestrategiesregardingsame;discussanddeliberateopportunitiesandstrategiesfortheCitytoenter intoanagreementforOwner’sEngineerservicesinordertoprovideprojectoversightservicesfortheDenton EnergyCenterProject.TakefinalactiononanOwner’sEngineerservicesagreementwithLeidosEngineering, LLC. City of DentonPage 1 of 1Printed on 12/9/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1511,Version:1 Agenda Information Sheet SUBJECT Consultation with Attorneys - Under Texas Government Code Section 551.071. ConsultwiththeCity’sAttorneysonthestatusandstrategyoflitigationstyledAguinada,etal.v.Cityof nd Denton,Texas,CauseNo.2012-50944-367,currentlypendinginthe442DistrictCourt,DentonCounty, Texas. City of DentonPage 1 of 1Printed on 12/9/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1554,Version:1 Agenda Information Sheet SUBJECT ConsultationwithAttorneys-UnderTexasGovernmentCode,Section551.071;Deliberationsregarding Economic Development Negotiations - Under Texas Government Code, Section 551.087. Receiveareportandholdadiscussionregardinglegalissuesandeconomicdevelopmentissuesregarding economicdevelopmentincentivesandlegallanduseconcernsforabusinessprospectiveintheColeRanch Development.ThisdiscussionshallincludecommercialandfinancialinformationtheCityCouncilmay receivefromthebusinessownerswhichtheCityseekstohavelocate,stay,orexpandinorneartheterritoryof theCity,andwithwhichtheCityCouncilisconductingeconomicdevelopmentnegotiations,includingthe offeroffinancialorotherincentives.AlsoholdadiscussionwiththeCity’sattorneysonthereferencedtopic wherethedutyoftheattorneytothegovernmentalbodyundertheTexasDisciplinaryRulesofProfessional ConductoftheStateBarofTexasclearlyconflictswiththeprovisionsoftheTexasOpenMeetingsAct, Chapter 551 of the Texas Government Code. City of DentonPage 1 of 1Printed on 12/9/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1575,Version:1 Agenda Information Sheet SUBJECT Deliberations Regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff and discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests located in Lot 1, Block 2 of the Municipal Utility Addition as shown by the plat thereof recorded in Cabinet G Page 346 of the P.R.D.C.T., in the City of Denton, Denton County, Texas; discussion had, deliberation, and direction given, by the Denton City Council in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third party. Consultation with the City’s attorneys regarding legal issues associated with the acquisition of the real property interests described above; discussion of these legal matters in an open meeting would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in any administrative proceeding or potential litigation. \[Brinker Substation\] City of DentonPage 1 of 1Printed on 12/9/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1561,Version:1 Agenda Information Sheet DEPARTMENT:Finance ACM:Bryan Langley Date:December 13, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDenton,Texastodeclaretheintenttoreimbursecapital programexpendituresoftheGeneralGovernment($5,415,000)withTaxPreferredObligations(General ObligationBonds)withanaggregatemaximumprincipalamountequalto$5,415,000;andprovidingan effective date. BACKGROUND ThepurposeofthisitemistoallowstafftoproceedwithconstructionofFireStation3priortothedebtsale. Theamountrequestedistheremainingamountapprovedbyvotersinthe2014BondElection.Thetotal amount for this project was $8,620,000. Initially,fundingforexpenditureswillbeprovidedwithexistingbondproceedsorunreservedfundbalance. Oncethedebtissold,theseexpenditureswillbereimbursedfromthedebtproceeds.Thedebtsaleis anticipated to be in early summer of 2017. RECOMMENDATION Staff recommends approval of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) OnOctober18,2016,theCityCounciladoptedareimbursementordinance(No.2016-318)whichincluded $1,000,000 for Fire Station 3. FISCAL INFORMATION Thisordinancewillallowforthereimbursementoffundstotaling$5,415,000expendedpriortothebondsale. The Fire Station 3 project was included in the FY 2016-17 Adopted CIP Budget. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. City of DentonPage 1 of 2Printed on 12/9/2016 powered by Legistar© File #:ID 16-1561,Version:1 Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:1.1 Manage financial resources in a responsible manner EXHIBITS 1.Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance Prepared by: Antonio Puente, Jr. Assistant Director of Finance City of DentonPage 2 of 2Printed on 12/9/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1273,Version:1 Agenda Information Sheet DEPARTMENT:Fire Department CM/ ACM:John Cabrales Date:December 13, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDenton,TexasauthorizingtheCityManager,orhisdesignee, toexecuteaContractofSalebyandbetweenEpicDevelopment,Inc.,aDelawarecorporation(“Owner”)and theCityofDenton,Texas(“Buyer”),regardingthesaleandpurchaseoffeesimpletoanapproximately5.782 acretract,moreorless,situatedintheJ.WhiteSurvey,AbstractNo.1433,DentonCounty,Texas(the “PropertyInterest”),forthepurchasepriceofThreeHundredThirtyNineThousandSevenHundredSixty EightDollarsandNo/100($339,768.00),andotherconsideration,asprescribedintheContractofSale; authorizingtheexpenditureoffundstherefor;andprovidinganeffectivedate(DentonFireStationNo.8-3100 Block of Colorado Boulevard) BACKGROUND TheDentonFire/RescueDepartmentpresentedits 2013FacilitiesOptimizationStudy asasupplementtoits 2011to2015StrategicPlan,evaluatingthelocationandconditionofcurrentDentonFireDepartmentfacilities. Thedepartmentmaderecommendationsfortheadditionandplacementoffuturefacilitiestobetterservethe citizensofDenton.Throughananalysisofitsexistingfacilities,locationsandconditions,staffdetermined withinthescopeofthereportthatFireStation#8(Southeast)beadded.Asite(3to5acres)forafirestationin the southeast portion of the City was the recommendation to meet the desired response time criteria. Approvaloftheordinanceunderconsiderationauthorizesstafftoproceedtoclosingthepurchasetransaction with the property owner. OPTIONS 1.Approve the proposed Ordinance. 2.Not approve the proposed Ordinance. 3.Table for future consideration. RECOMMENDATION Recommend approval of the Ordinance PRIOR ACTION/REVIEW (Council, Boards, Commissions) Ordinance No. 2013-113: April 16, 2013 - Issuance of City of Denton Certificates of Obligation for Fire Department land acquisitions and facilities improvements. City of DentonPage 1 of 2Printed on 12/9/2016 powered by Legistar© File #:ID 16-1273,Version:1 February 2, 2016 - City Council - Executive Session briefing FISCAL INFORMATION City of Denton Certificates of Obligation, Series 2013 STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Safe, Liveable & Family-Friendly Community Related Goal:4.1 Enhance public safety in the community EXHIBITS 1.Location Map 2.Site Map 3.Ordinance Respectfully submitted: Robin F. Paulsgrove Fire Department Prepared by: Paul H. Williamson Real Estate Manager City of DentonPage 2 of 2Printed on 12/9/2016 powered by Legistar© Location Map CITY OF DENTON Exhibit 1 attachment to AIS Site * The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property of the City of Denton and have Legend been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, CODGIS.GISADM.Centerline expressed or implied, are provided for the data herein, its use, or its µ interpretation. Utilization of this map indicates understanding and 00.0003.50070.0140.0210.028 Date: 12/8/2016 acceptance of this statement. CODGIS.GISADM.Parcels Path: H:\\Teasley Lane Proposal City of Denton.mxd Miles AIS to attachment A EXHIBIT City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1517,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:December 13, 2016 SUBJECT ConsideradoptionofanordinanceauthorizingtheCityManagertoexecuteaCooperativePurchasingProgram AgreementwiththeNationalAssociationofStateProcurementOfficials(NASPO)underSection791.001of theStateofTexasGovernmentCode,andtoauthorizetheCityofDentontoparticipateinContract#SW300 forthepurchaseofAutomaticExternalDefibrillatorsfortheCityofDentonFiredepartment;andprovidingan effectivedate(File6290-awardedtoPhysio-Control,Inc.inthethree(3)yearnot-toexceedamountof $576,600). FILE INFORMATION Externaldefibrillatorsarelife-savingdevicesutilizedduringthecourseoftreatingcardiacrelatedmedical emergencies. The Texas Department of State Health Services, the licensing agency for EmergencyMedicalService(EMS)providers,requiresthedevicestocertifyaFireDepartmentasanAdvanced Life Support (ALS) provider. Overthepastfiveyears,medicalemergencycallshavemadeupapproximately70percentormoreoftheFire Department’stotalcallvolume.DuringFiscalYear2014-2015,outof8,079EMScalls,6,827resultedin transportationtoahospitalwith81.5percentoftheservicesprovidedwereclassifiedasAdvancedLife Support. TheFireDepartmentutilizestheLifePakbranddefibrillatorandcarriesthemodelLifePak15.AllFire DepartmentapparatusareclassifiedasALSunits.Eachfrontlinefireandmedicalvehicleisequippedwitha LifePak.ReservevehiclesarealsoequippedwithLifePaks.Currently,thereare17LifePakunitsinserviceand five previous model back-up units. TheFireDepartmentcurrentlyutilizesLifePakmodelsexclusively(Exhibit1).LifePakistheindustryleaderin defibrillatorequipment.Consistencyinequipmentisvitaltotheeffectiveandefficientdeploymentofservices. TheequipmentisinterchangeablebetweenallFireDepartmentapparatus.Thisalsoallowsstreamlinedtraining and proficiency on the equipment. The LifePaksareintegratedintoourexistingLifeNetprogram,allowingthetransmissionofpatientinformationto the receiving hospital, and the InterMedix system which consists of patient care reporting and billing. InadditiontoLifePakunits,theFireDepartmentordersandmaintainsallautomaticelectronicdefibrillator City of DentonPage 1 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1517,Version:1 (AED)devicesforpublicaccessinmostCitybuildingsonbehalfoftheRiskManagementandParksand Recreation departments. The NASPO master pricing agreement also includes these devices at a discounted rate. TheFireDepartmentcouldnotidentifyanyvendorswithinthecitylimitsthatsupplytheLifePakdefibrillator units.PhysioControl,Inc.currentlyextendsadiscountof11percentontheLifePakunitsand15percentfor theAEDunitstotheCity.ThemasterpricingagreementofNASPOallowsthepurchaseoftheseitemsata furtherreducedpriceaveragingtheCitysavingsofapproximately14percentontheLifePakunitsand33 percentontheAED’s.PhysioControl,Inc.isthesoleprovideroftheequipmentinourmarketplace.Physio Control, Inc. also holds the current maintenance agreements for the Fire Department’s existing LifePak units. RECOMMENDATION StaffrecommendsawardingthepurchaseofAEDandLifePak15defibrillatorunitstoPhysioControl,Inc. throughthemasterpricingagreementofNASPO.Thepurchaseamountincludesaccessoryequipmentandfive (5) year maintenance agreements as outlined in Figure 1. Figure 1 FY 2016-2017FY 2017-2018FY 2018-2019FY 2019-2020Total AED Units $ 12,000 $ 12,000 $ 12,000 $ 6,000 $ 42,000 LifePak Units $ 105,000 $ 140,000 $ 140,000 $ 35,000 $ 420,000 Service Agreements $ 17,100 $ 22,800 $ 22,800 $ 5,700 $ 68,400 Contingency $ 11,700 $ 15,200 $ 15,200 $ 4,100 $ 46,200 TOTAL $ 145,800 $ 190,000 $ 190,000 $ 50,800 $ 576,600 PRINCIPAL PLACE OF BUSINESS Physio Control, Inc. Redmond, WA ESTIMATED SCHEDULE OF PROJECT ApurchaseorderforoneLifePakunitandfiveAED’swillbeissueduponCouncilapproval.Theunitsare expectedtobeinservicewithin30daysfromreceiptofthepurchaseorder.Theadditionalunitswillbeordered as needed through a scheduled replacement program. FISCAL INFORMATION FundingfortheAutomaticExternalDefibrillatorswasapprovedintheFiscalYear2016-2017budget.Account numbers220001.6302,810279444.1355.30100,or320100.6526willbeuseddependingonwheretheAEDis being placed. Requisition# 132110 has been entered into the Purchasing Software system. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand City of DentonPage 2 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1517,Version:1 EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Safe, Liveable & Family-Friendly Community Related Goal:4.1 Enhance public safety in the community EXHIBITS Exhibit 1: Staff Memo Exhibit 2: Ordinance Exhibit 3: Master Pricing Agreement Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Brian Glenn at 349-8334. City of DentonPage 3 of 3Printed on 12/9/2016 powered by Legistar© EXHIBIT 1 EXHIBIT 2 ORDINANCE NO. ___________ CONSIDER ADOPTION OF AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A COOPERATIVE PURCHASING PROGRAM AGREEMENT WITH THE NATIONAL ASSOCIATION OF STATE PROCUREMENT OFFICIALS (NASPO) UNDER SECTION 791.001 OF THE STATE OF TEXAS GOVERNMENT CODE, AND TO AUTHORIZE THE CITY OF DENTON TO PARTICIPATE IN CONTRACT# SW300 FOR THE PURCHASE OF AUTOMATIC EXTERNAL DEFIBRILLATORS FOR THE CITY OF DENTON FIRE DEPARTMENT; AND PROVIDING AN EFFECTIVE DATE (FILE 6290- AWARDED TO PHYSIO-CONTROL, INC. IN THE THREE (3) YEAR NOT-TO EXCEED AMOUNT OF $576,600). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute the Participating Addendum for Automatic External Defibrillators with the National Association of State Procurement Officials (NASPO) under Section 791.001 of the Texas Government Code, a SECTION 2. The City Manager or his designee is authorized to expend funds pursuant to the Agreement for the purchase of various goods and services. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6290 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the _______ day of _______________________, 2016. ______________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ EXHIBIT 3 NATIONAL ASSOCIATION OF STATE PROCUREMENT OFFICIALS PARTICIPATING ADDENDUM FOR AUTOMATIC EXTERNAL DEFIBRILLATORS Between The City of Denton and Physio-Control, Inc. This Participating Addendum will add theCity of Denton as a Participating City to purchase from the NASPO Price Agreement, Number #SW300, with Physio-Control, Inc. 1. Scope: Unless otherwise defined, all capitalized terms in this Participating Addendum shall have the meanings ascribed to them in the National Association of State Procurement Officials,Automatic External Defibrillators Master Price Agreement, #SW300 NASPO Master The following are authorized Purchasing Entities under this Participating Addendum: The City of Denton, Texas, a political subdivision of the State of Texas 2. Changes:NONE 3. Lease Agreements: NONE 4. Primary Contact: Name: Elton D. Brock, MBA, CTPM, CTCM, C.P.M., CPSM Address: City of Denton, Purchasing, 901 B Texas Street, Denton, Texas 76209 Telephone: (940) 349-7100 Fax: (940) 293-1837 E-mail: Elton.Brock@cityofdenton.com 5. Subcontractors:The following subcontractor(s) are authorized to perform services: NONE. 6. Price Agreement Number: All Purchase Orders issued by Purchasing Entities within the jurisdiction of this Participating Addendum shall include NASPO Master Agreement number: SW300 7. Purchase Orders: All Purchasing Entities issuing valid Purchase Orders will be bound by the terms and conditions of the NASPO Master Agreement including, without limitation, the obligation to pay Contractor for Service and Equipment provided. The parties acknowledge and agree that orders submitted to Contr Procurement Card are authorized Purchase Orders under the NASPO Master Agreement. 8. Order of Precedence: The parties acknowledge and agree that: (a) In the event of a conflict between the terms contained in the NASPO Master Agreement and this Participating Addendum, the terms and conditions of this Participating Addendum will control as between Contractor and the Participating Entity; and (b) This §8 specifically supercedes §5 of the NASPO Master Agreement This Participating Addendum and the NASPO Master Agreement together with its exhibits, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Participating Addendum and the NASPO Master Agreement, together with its exhibits, shall not be added to or incorporated into this Participating Addendum or the NASPO Master Agreement and its exhibits, by any subsequent Purchase Order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Participating Addendum and the NASPO Master Agreement and its exhibits shall prevail and govern in the case of any such inconsistent or additional terms. 2010ModelPA EXHIBIT 3 IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below. CITY OF DENTON, TEXAS PHYSIO-CONTROL, INC. By:_____________________________ By: ___________________________ Name: Howard Martin Name:_________________________ Title: Interim City Manager Title:__________________________ Date:___________________________ Date:__________________________ APPROVED AS TO LEGAL FORM: By:_____________________________ Anita Burgess, City Attorney ATTEST: By: ____________________________ Jennifer Walters, City Secretary 2010ModelPA City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1525,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:December 13, 2016 SUBJECT Consideradoptionofanordinanceacceptingcompetitiveproposalsandawardingacontractforthepurchaseof workwearforCityofDentonemployeestobestockedintheCityofDentonDistributionCenter;providingfor theexpenditureoffundstherefor;andprovidinganeffectivedate(RFP6142-awardedtomultiplevendorsin the three (3) year not-to-exceed amount of $908,063). RFP INFORMATION ThisRequestforProposals(RFP)isforthesupplyofworkweartobestockedintheDistributionCentertobe usedbyalldepartmentsintheirdailyoperations.Theprimaryusersoftheworkwearcontractsincludethe followingdepartments:Water,Wastewater,SolidWaste,ElectricDistribution,ElectricSubstations,Electric Metering,ElectricCommunications,Parks,Fleet,AirportandFire.Theworkwearincludesfireretardant clothingwhenrequiredforspecificjobduties.Materialswillbeorderedonanasneededbasistomaintain appropriate stocking levels in the City’s Distribution Center. RequestsforProposalsweresentto202prospectivesuppliers.Inaddition,specificationswereplacedonthe MaterialsManagementwebsiteforprospectivesupplierstodownloadandadvertisedinthelocalnewspaper. Six(6)proposalswerereceived.TheproposalswereevaluatedthroughthePricingTabulationSections,and baseduponpublishedcriteriaincludingpriceanddeliveryschedule.Staffrecommendsawardingtothehighest ranked vendors, and overall lowest dollar cost per section in all sections except A & K. SectionA-(DickiesJeans)isnotbeingawardedasthepricingreceivedthroughtheformalcompetitiveprocess isalmostdoublewhatiscurrentlyobtainedthroughtransactionalquotingforindividualorders.TheCitywillre -advertise this portion of the contract in 2017, to obtain a long term contractual solution. SectionK-(Headwear,Hats)isnotbeingrecommendedforawardtothehighestrankedvendordueto documentedpastpoorperformanceissueswiththiscompanyinthepastthree(3)years.Staffisrecommending awardtothe nexthighest rankedvendor.Therecommendedvendorisalocalvendorwithahistoryofgood performance and error remediation. Theawardofthiscontractwillensurecontinuityofordering,abilitytomaintainadequatestockinglevelsof similarproducts,andlessentimespentbystaffobtainingtheproductsandmaterials.Therecommendationfor award by sections is as follows and also shown on Exhibit 1: City of DentonPage 1 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1525,Version:1 SectionsNo. of ItemsThree Year Total Boot BarnB, F, G, H, J, & L34 $ 324,563 Groggy DogE (Items 66-81), & K24 $ 187,500 TK Print ShopC & D11 $ 146,625 TyndaleE (Items 38-65) & I)38 $ 249,375 RECOMMENDATION Awardtothehighestrankedvendorforeachsectionforathree(3)yeartotalnot-to-exceed$908,063.The recommendedawardamountsincludea25%contingencytoaccountforemployeeturnover,newdepartmental services, and other special events that may require work wear items to be stocked in the Distribution Center. PRINCIPAL PLACE OF BUSINESS Boot Barn Inc.Irvine, CA (orders from Denton location) Groggy Dog Sportswear & GraphicsDenton, TX TK Print ShopDenton, TX Tyndale Enterprises, Inc.Pipersville, PA (orders from Houston location) ESTIMATED SCHEDULE OF PROJECT Thisisaninitialone(1)yearcontractwithoptionstoextendthecontractfortwo(2)additionalone(1)year periods, with all terms and conditions remaining the same. FISCAL INFORMATION TheitemsinthisRFPwillbefundedoutoftheDistributionCenterworkingcapitalaccountandchargedback to the using department. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:1.2 Develop a high-performance work force EXHIBITS Exhibit 1: Evaluation and Ranking Sheet City of DentonPage 2 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1525,Version:1 Exhibit 2: Ordinance Exhibit 3: Boot Barn, Inc. Contract Exhibit 4: TK Print Shop Contract Exhibit 5: Tyndale Enterprises, Inc. Contract Exhibit 6: Groggy Dog Sportswear and Graphics Contract Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Elton Brock at 349-7133. City of DentonPage 3 of 3Printed on 12/9/2016 powered by Legistar© EXHIBIT 1 RFP 6142 - Evaluation - Work Wear for City of Denton Distribution Exhibit 1 Tyndale Enterprises, Groggy Dog Inc. Boot BarnG&K ServicesTK Printshop Principal Place of Business (City & Irvine, CACoppell, TXDenton,TxDenton,TxPipersville, PA State): EST. Item ANN UOM Product Description Unit PriceExt. PriceUnit PriceExt. PriceUnit PriceExt. PriceUnit PriceExt. PriceUnit PriceExt. Price # QTY SECTION A - PANTS, Screenprinted with "Property of the City of Denton" (MARKED ON THE INSIDE WITH "PROPERTY OF THE CITY OF DENTON" STAMP) EACarpenter Jeans (W:30-44) Any length $ 32.50 $ 8,125.00 $ 32.50 $ 8,125.00 $ 32.50 $ 8,125.00 $ 20.00 $ 5,000.00 $ 19.20 $ 4,800.00 1250 250 EACarpenter Jeans (W:46-60) Any length $ 37.50 $ 1,875.00 $ 37.50 $ 1,875.00 $ 37.50 $ 1,875.00 $ 20.00 $ 1,000.00 $ 22.20 $ 1,110.00 EACargo Pant (W:28-42) Any length $ 30.21 $ 4,531.50 $ 30.21 $ 4,531.50 $ 30.21 $ 4,531.50 $ 28.00 $ 4,200.00 $ 21.60 $ 3,240.00 3150 450 EACargo Pant (W:44-60) Any length $ 35.21 $ 1,760.50 $ 35.21 $ 1,760.50 $ 35.21 $ 1,760.50 $ 28.00 $ 1,400.00 $ 25.10 $ 1,255.00 EAWork Pant (: 26-44) Any length $ 22.00 $ 220.00 $ 30.68 $ 306.80 $ 30.68 $ 306.80 $ 25.00 $ 250.00 $ 21.15 $ 211.50 510 610 EAWork Pant (w: 46-50) Any length $ 22.00 $ 220.00 $ 37.18 $ 371.80 $ 37.18 $ 371.80 $ 28.00 $ 280.00 $ 24.55 $ 245.50 EAWork Pant (w: 52-72) Any length $ 24.00 $ 240.00 $ 37.18 $ 371.80 $ 37.18 $ 371.80 $ 28.00 $ 280.00 $ 24.55 $ 245.50 710 8100 EACargo Pant (W: 28-42) Any length $ 26.00 $ 2,600.00 $ 23.98 $ 2,398.00 $ 34.00 $ 3,400.00 $ 34.00 $ 3,400.00 $ 26.55 $ 2,655.00 EACargo Pant (W: 44-60) Any length $ 29.00 $ 725.00 $ 27.98 $ 699.50 $ 34.00 $ 850.00 $ 34.00 $ 850.00 $ 31.05 $ 776.25 925 $ 20,297.00 $ 20,439.90 $ 21,592.40 $ 16,660.00 $ 14,538.75 Total for Section A SECTION A - PANTS Section ASection ASection ASection ASection A 60 PRICE 4343405260 20 COMPLIANCE WITH SPECIFICATIONS 202052020 10 DELIVERY OF PROJECT SCHEDULE 1045107 10 PROBABLE PERFORMANCE 104597 100 TOTAL AWARD 8371559194 SECTION B- CARHARTT JACKETS, EMBROIDERED LEFT CHEST WITH COD LOGO JACKET, SIERRA SANDSTONE W/HOOD, 1010EA $ 93.74 $ 937.40 $ 155.50 $ 1,555.00 $ 110.00 $ 1,100.00 $ 98.00 $ 980.00 $ 87.40 $ 874.00 REGULAR JACKET, SIERRA SANDSTONE W/HOOD, BIG 1110EA $ 103.74 $ 1,037.40 $ 166.23 $ 1,662.30 $ 120.00 $ 1,200.00 $ 108.00 $ 1,080.00 $ 102.65 $ 1,026.50 &TALL 12100EAJACKET, SANDSTONE WITH HOOD , REGULAR $ 75.74 $ 7,574.00 $ 125.34 $ 12,534.00 $ 105.00 $ 10,500.00 $ 88.00 $ 8,800.00 $ 75.20 $ 7,520.00 JACKET, SANDSTONE WITH HOOD , BIG & 1375EA $ 83.74 $ 6,280.50 $ 136.39 $ 10,229.25 $ 115.00 $ 8,625.00 $ 98.00 $ 7,350.00 $ 88.05 $ 6,603.75 TALL 1450EAJACKET, SANDSTONE BROWN, REGULAR $ 73.74 $ 3,687.00 $ 122.03 $ 6,101.50 $ 102.00 $ 5,100.00 $ 78.00 $ 3,900.00 $ 72.15 $ 3,607.50 1525EAJACKET, SANDSTONE BROWN, BIG & TALL $ 80.74 $ 2,018.50 $ 133.08 $ 3,327.00 $ 112.00 $ 2,800.00 $ 88.00 $ 2,200.00 $ 84.35 $ 2,108.75 $ 21,534.80 $ 35,409.05 $ 29,325.00 $ 24,310.00 $ 21,740.50 Total for Section B SECTION B- CARHARTT JACKETS Section B Section B Section B Section B Section B 60 PRICE 60 36 44 53 59.43 20 COMPLIANCE WITH SPECIFICATIONS 20 20202020 10 DELIVERY OF PROJECT SCHEDULE 10 410710 10 PROBABLE PERFORMANCE 10 410710 100 TOTAL AWARD 100 64848799.43 SECTION C- JACKETS, EMBROIDERED LEFT CHEST WITH COD LOGO JACKET, DUCK HOODED BROWN, 2425EA $ 53.74 $ 1,343.50 $ 60.38 $ 1,509.50 $ 65.00 $ 1,625.00 $ 49.00 $ 1,225.00 $ 52.65 $ 1,316.25 REGULAR JACKET, DUCK HOODED BROWN, BIG & 2525EA $ 57.74 $ 1,443.50 $ 65.38 $ 1,634.50 $ 80.00 $ 2,000.00 $ 60.00 $ 1,500.00 $ 60.95 $ 1,523.75 TALL 2610EA $ 20.74 $ 207.40 $ 23.58 $ 235.80 $ 23.00 $ 230.00 $ 21.00 $ 210.00 $ 19.35 $ 193.50 JACKET, WINDSHIRT V-NECK, REGULAR 2710EA JACKET, WINDSHIRT V-NECK, BIG & TALL $ 24.74 $ 247.40 $ 27.58 $ 275.80 $ 26.00 $ 260.00 $ 28.64 $ 286.40 $ 22.10 $ 221.00 2810EA $ 37.74 $ 377.40 $ 41.18 $ 411.80 $ 36.00 $ 360.00 $ 35.34 $ 353.40 $ 34.95 $ 349.50 JACKET, NYLON TEAM, REGULAR 2910EA JACKET, NYLON TEAM, BIG & TALL $ 41.74 $ 417.40 $ 45.18 $ 451.80 $ 45.18 $ 451.80 $ 45.18 $ 451.80 $ 40.10 $ 401.00 $ 4,036.60 $ 4,519.20 $ 4,926.80 $ 4,026.60 $ 4,005.00 Total for Section C SECTION C- JACKETS, EMBROIDERED Section CSection CSection C Section C Section C 60 PRICE 59.535349 59.68 60 20 COMPLIANCE WITH SPECIFICATIONS 202020 20 20 10 DELIVERY OF PROJECT SCHEDULE 10410 10 7 10 PROBABLE PERFORMANCE 10410 10 10 100 TOTAL AWARD 99.538189 99.68 97 EXHIBIT 1 RFP 6142 - Evaluation - Work Wear for City of Denton Distribution Exhibit 1 Tyndale Enterprises, Groggy Dog Inc. Boot BarnG&K ServicesTK Printshop Principal Place of Business (City & Irvine, CACoppell, TXDenton,TxDenton,TxPipersville, PA State): EST. Item ANN UOM Product Description Unit PriceExt. PriceUnit PriceExt. PriceUnit PriceExt. PriceUnit PriceExt. PriceUnit PriceExt. Price # QTY SECTION D- FLEECE JACKETS, EMBROIDERED LEFT CHEST WITH COD LOGO 32150EA $ 41.74 $ 6,261.00 $ 45.98 $ 6,897.00 $ 42.00 $ 6,300.00 $ 39.24 $ 5,886.00 $ 38.05 $ 5,707.50 JACKET, FLEECE HOODIE S-2XL JACKET, FLEECE HOODIE 3XL-5XL, LT-- 3375EA $ 45.74 $ 3,430.50 $ 50.48 $ 3,786.00 $ 53.00 $ 3,975.00 $ 46.24 $ 3,468.00 $ 44.15 $ 3,311.25 4XLT 3450EA $ 29.74 $ 1,487.00 $ 30.78 $ 1,539.00 $ 26.00 $ 1,300.00 $ 26.89 $ 1,344.50 $ 26.45 $ 1,322.50 JACKET, HOODIE W/ZIPPER S-2XL JACKET, HOODIE W/ZIPPER 3XL-5XL, LT-- 3525EA $ 35.74 $ 893.50 $ 34.78 $ 869.50 $ 35.00 $ 875.00 $ 31.89 $ 797.25 $ 30.25 $ 756.25 4XLT 3650EA $ 22.74 $ 1,137.00 $ 25.98 $ 1,299.00 $ 26.00 $ 1,300.00 $ 21.50 $ 1,075.00 $ 22.75 $ 1,137.50 JACKET, PULL OVER HOODIE S-2XL JACKET, PULL OVER HOODIE 3XL-5XL, LT- 3725EA $ 29.74 $ 743.50 $ 29.98 $ 749.50 $ 29.00 $ 725.00 $ 26.50 $ 662.50 $ 25.80 $ 645.00 -4XLT $ 13,952.50 $ 15,140.00 $ 14,475.00 $ 13,233.25 $ 12,880.00 Total for Section D SECTION D- FLEECE JACKETS, EMBROIDERED Section DSection DSection D Section D Section D 60 PRICE 555153 58 60 20 COMPLIANCE WITH SPECIFICATIONS 202020 20 20 10 DELIVERY OF PROJECT SCHEDULE 10410 10 7 10 PROBABLE PERFORMANCE 10410 10 10 100 TOTAL AWARD 957940 98 97 SECTION E- TOPS, - ordered on as need basis (Items 38-65: EMBROIDERED LEFT CHEST WITH COD LOGO) 3840EA $ 30.34 $ 1,213.44 $ 29.98 $ 1,199.20 $ 25.00 $ 1,000.00 $ 26.24 $ 1,049.60 $ 24.05 $ 962.00 SHIRT, DENIM LONG SLEEVE, REGULAR 3915EA SHIRT, DENIM LONG SLEEVE, BIG & TALL $ 34.54 $ 518.04 $ 34.98 $ 524.70 $ 34.98 $ 524.70 $ 30.24 $ 453.60 $ 27.75 $ 416.25 4030EA $ 35.66 $ 1,069.68 $ 29.98 $ 899.40 $ 38.00 $ 1,140.00 $ 36.65 $ 1,099.50 $ 29.35 $ 880.50 SHIRT, HI-VIS SHORT SLEEVE, REGULAR SHIRT, HI-VIS SHORT SLEEVE, BIG AND 4115EA $ 38.85 $ 582.72 $ 33.98 $ 509.70 $ 41.65 $ 624.75 $ 41.65 $ 624.75 $ 34.10 $ 511.50 TALL 4230EA $ 39.02 $ 1,170.48 $ 33.18 $ 995.40 $ 45.00 $ 1,350.00 $ 39.90 $ 1,197.00 $ 29.35 $ 880.50 SHIRT, HI-VIS LONG SLEEVE, REGULAR SHIRT, HI-VIS LONG SLEEVE, BIG AND 4315EA $ 42.54 $ 638.16 $ 37.18 $ 557.70 $ 44.90 $ 673.50 $ 44.90 $ 673.50 $ 34.10 $ 511.50 TALL 4450EA $ 18.02 $ 900.80 $ 16.78 $ 839.00 $ 28.00 $ 1,400.00 $ 19.10 $ 955.00 $ 15.20 $ 760.00 SHIRT, WORK, SHORT SLEEVE, REGULAR 4550EA SHIRT, WORK, SHORT SLEEVE, BIG & TALL $ 19.44 $ 972.20 $ 20.78 $ 1,039.00 $ 23.10 $ 1,155.00 $ 23.10 $ 1,155.00 $ 17.10 $ 855.00 4650EA $ 18.86 $ 942.80 $ 18.78 $ 939.00 $ 32.00 $ 1,600.00 $ 20.39 $ 1,019.50 $ 16.85 $ 842.50 SHIRT, WORK, LONG SLEEVE, REGULAR 4750EA SHIRT, WORK, LONG SLEEVE, BIG & TALL $ 20.37 $ 1,018.40 $ 22.78 $ 1,139.00 $ 35.00 $ 1,750.00 $ 23.39 $ 1,169.50 $ 19.10 $ 955.00 4860EA $ 31.74 $ 1,904.16 $ 30.38 $ 1,822.80 $ 31.74 $ 1,904.16 $ 27.54 $ 1,652.40 $ 25.25 $ 1,515.00 SHIRT, POLO SHORT SLEEVE, REGULAR SHIRT, POLO SHORT SLEEVE, BIG AND 4920EA $ 35.94 $ 718.72 $ 35.38 $ 707.60 $ 35.94 $ 718.72 $ 31.54 $ 630.80 $ 29.15 $ 583.00 TALL 5020EA $ 15.58 $ 311.60 $ 15.18 $ 303.60 $ 15.00 $ 300.00 $ 15.14 $ 302.80 $ 14.75 $ 295.00 SHIRT, POLO, SHORT SLEEVE, REGULAR 5120EA SHIRT, POLO, SHORT SLEEVE, BIG & TALL $ 17.44 $ 348.84 $ 19.18 $ 383.60 $ 19.18 $ 383.60 $ 17.14 $ 342.80 $ 16.55 $ 331.00 SHIRT, POLO, SHORT SLEEVE W/POCKET , 5220EA $ 16.91 $ 338.20 $ 16.78 $ 335.60 $ 17.00 $ 340.00 $ 16.32 $ 326.40 $ 15.70 $ 314.00 REGULAR SHIRT, POLO, SHORT SLEEVE W/POCKET, BIG 5320EA $ 18.84 $ 376.84 $ 20.78 $ 415.60 $ 20.78 $ 415.60 $ 18.32 $ 366.40 $ 17.70 $ 354.00 & TALL 5420EA $ 37.34 $ 746.72 $ 30.43 $ 608.60 $ 35.00 $ 700.00 $ 31.44 $ 628.80 $ 28.95 $ 579.00 SHIRT, POLO GOLF DRI-FIT, REGULAR 5520EA SHIRT, POLO GOLF DRI-FIT, BIG & TALL $ 41.54 $ 830.72 $ 34.43 $ 688.60 $ 43.00 $ 860.00 $ 36.44 $ 728.80 $ 33.60 $ 672.00 5620EA $ 37.34 $ 746.72 $ 36.78 $ 735.60 $ 36.00 $ 720.00 $ 32.74 $ 654.80 $ 30.15 $ 603.00 SHIRT, POLO GOLF TECH SPRT, REGULAR SHIRT, POLO GOLF TECH SPRT, BIG & 5720EA $ 41.54 $ 830.72 $ 40.78 $ 815.60 $ 42.50 $ 850.00 $ 36.74 $ 734.80 $ 35.05 $ 701.00 TALL 5820EA $ 12.14 $ 242.72 $ 12.38 $ 247.60 $ 14.50 $ 290.00 $ 13.25 $ 265.00 $ 13.35 $ 267.00 SHIRT, POLO JERSEY KNIT, REGULAR 5920EA SHIRT, POLO JERSEY KNIT, BIG & TALL $ 14.94 $ 298.72 $ 14.78 $ 295.60 $ 17.50 $ 350.00 $ 19.75 $ 395.00 $ 14.90 $ 298.00 6020EASHIRT, POLO JERSEY W/ POCKET, REGULAR $ 14.94 $ 298.72 $ 13.98 $ 279.60 $ 16.00 $ 320.00 $ 14.28 $ 285.60 $ 14.35 $ 287.00 6120EASHIRT, POLO JERSEY W/ POCKET, BIG & TALL $ 17.74 $ 354.72 $ 16.38 $ 327.60 $ 19.65 $ 393.00 $ 19.28 $ 385.60 $ 16.10 $ 322.00 6220EASHIRT, POLO SILK W/POCKET, REGULAR $ 19.14 $ 382.72 $ 19.18 $ 383.60 $ 19.00 $ 380.00 $ 18.45 $ 369.00 $ 17.30 $ 346.00 6320EASHIRT, POLO SILK W/POCKET, BIG & TALL $ 23.34 $ 466.72 $ 23.18 $ 463.60 $ 22.00 $ 440.00 $ 27.54 $ 550.80 $ 19.65 $ 393.00 6420EASHIRT, SPORT POLO W/ POCKET, REGULAR $ 15.09 $ 301.80 $ 14.78 $ 295.60 $ 17.00 $ 340.00 $ 14.68 $ 293.60 $ 14.35 $ 287.00 6520EASHIRT, SPORT POLO W/POCKET, BIG & TALL $ 18.84 $ 376.84 $ 17.18 $ 343.60 $ 18.84 $ 376.84 $ 19.47 $ 389.40 $ 16.10 $ 322.00 $ 18,902.92 $ 18,096.10 $ 21,299.87 $ 18,699.75 $ 16,043.75 Total for Section E (Items 33-65) EXHIBIT 1 RFP 6142 - Evaluation - Work Wear for City of Denton Distribution Exhibit 1 Tyndale Enterprises, Groggy Dog Inc. Boot BarnG&K ServicesTK Printshop Principal Place of Business (City & Irvine, CACoppell, TXDenton,TxDenton,TxPipersville, PA State): EST. Item ANN UOM Product Description Unit PriceExt. PriceUnit PriceExt. PriceUnit PriceExt. PriceUnit PriceExt. PriceUnit PriceExt. Price # QTY SECTION E- TOPS (Items 38-65) Section ESection ESection ESection E Section E 60 PRICE 50.925345.19 51.48 60 20 COMPLIANCE WITH SPECIFICATIONS 20202020 20 10 DELIVERY OF PROJECT SCHEDULE 1041010 7 10 PROBABLE PERFORMANCE 1041010 10 100 TOTAL AWARD 90.928185.1991.48 97 SECTION E- TOPS, - ordered on as need basis Items 66-81: SCREENPRINTED WITH COD LOGO ON LEFT CHEST T-SHIRT, SHORT SLEEVE, W/ POCKET, 6650EA $ 10.24 $ 512.00 $ 11.58 $ 579.00 $ 8.00 $ 400.00 $ 9.00 $ 450.00 $ 9.10 $ 455.00 REGULAR T-SHIRT, SHORT SLEEVE, W/POCKET, BIG 67200EA $ 13.24 $ 2,648.00 $ 13.58 $ 2,716.00 $ 10.00 $ 2,000.00 $ 12.00 $ 2,400.00 $ 10.45 $ 2,090.00 & TALL T-SHIRT, SHORT SLEEVE, W/ POCKET, 6850EA $ 10.74 $ 537.00 $ 13.18 $ 659.00 $ 10.00 $ 500.00 $ 9.00 $ 450.00 $ 10.00 $ 500.00 REGULAR T-SHIRT, SHORT SLEEVE, W/POCKET, BIG 69300EA $ 13.24 $ 3,972.00 $ 15.18 $ 4,554.00 $ 11.00 $ 3,300.00 $ 13.21 $ 3,963.00 $ 11.55 $ 3,465.00 & TALL T-SHIRT, SHORT SLEEVE, W/ POCKET, 70100EA $ 10.74 $ 1,074.00 $ 11.98 $ 1,198.00 $ 9.00 $ 900.00 $ 9.00 $ 900.00 $ 9.55 $ 955.00 REGULAR T-SHIRT, SHORT SLEEVE, W/POCKET, BIG 7150EA $ 13.74 $ 687.00 $ 14.38 $ 719.00 $ 14.38 $ 719.00 $ 13.21 $ 660.50 $ 11.00 $ 550.00 & TALL T-SHIRT, SHORT SLEEVE, W/ POCKET, 72300EA $ 12.24 $ 3,672.00 $ 13.58 $ 4,074.00 $ 9.50 $ 2,850.00 $ 10.00 $ 3,000.00 $ 10.35 $ 3,105.00 REGULAR T-SHIRT, SHORT SLEEVE, W/POCKET, BIG 7350EA $ 14.74 $ 737.00 $ 17.58 $ 879.00 $ 12.50 $ 625.00 $ 12.00 $ 600.00 $ 11.95 $ 597.50 & TALL 7450EA T-SHIRT, SHORT SLEEVE, REGULAR $ 11.24 $ 562.00 $ 12.38 $ 619.00 $ 10.80 $ 540.00 $ 8.60 $ 430.00 $ 9.55 $ 477.50 7550EA $ 13.24 $ 662.00 $ 15.38 $ 769.00 $ 13.80 $ 690.00 $ 10.20 $ 510.00 $ 11.00 $ 550.00 T-SHIRT, SHORT SLEEVE, BIG & TALL T-SHIRT, LONG SLEEVE, W/ POCKET, 7650EA $ 14.24 $ 712.00 $ 15.58 $ 779.00 $ 12.30 $ 615.00 $ 12.10 $ 605.00 $ 11.60 $ 580.00 REGULAR T-SHIRT, LONG SLEEVE, W/POCKET, BIG 7750EA $ 17.24 $ 862.00 $ 18.38 $ 919.00 $ 15.30 $ 765.00 $ 16.10 $ 805.00 $ 13.45 $ 672.50 & TALL T-SHIRT, LONG SLEEVE, W/ POCKET, 7850EA $ 15.24 $ 762.00 $ 15.18 $ 759.00 $ 12.50 $ 625.00 $ 12.50 $ 625.00 $ 11.35 $ 567.50 REGULAR T-SHIRT, LONG SLEEVE, W/POCKET, BIG 7950EA $ 16.24 $ 812.00 $ 12.58 $ 629.00 $ 14.20 $ 710.00 $ 15.50 $ 775.00 $ 13.15 $ 657.50 & TALL T-SHIRT, LONG SLEEVE, W/ POCKET, 8050EA $ 12.24 $ 612.00 $ 7.63 $ 381.50 $ 12.50 $ 625.00 $ 12.50 $ 625.00 $ 11.35 $ 567.50 REGULAR T-SHIRT, LONG SLEEVE, W/POCKET, BIG 81300EA $ 14.74 $ 4,422.00 $ 11.55 $ 3,465.00 $ 13.00 $ 3,900.00 $ 15.50 $ 4,650.00 $ 13.15 $ 3,945.00 & TALL Items 82-85: SCREENPRINTED WITH DME LOGO ON BACK OF SHIRT 82200EA T-SHIRT, SHORT SLEEVE DME, REGULAR $ 10.74 $ 2,148.00 $ 8.18 $ 1,636.00 $ 12.65 $ 2,530.00 $ 8.65 $ 1,730.00 $ 11.90 $ 2,380.00 83100EA $ 12.74 $ 1,274.00 $ 13.88 $ 1,388.00 $ 11.85 $ 1,185.00 $ 11.65 $ 1,165.00 $ 13.50 $ 1,350.00 T-SHIRT SHORT SLEEVE DME, BIG & TALL 84200EA T-SHIRT, LONG SLEEVE, DME, REGULAR $ 11.24 $ 2,248.00 $ 15.18 $ 3,036.00 $ 12.30 $ 2,460.00 $ 9.65 $ 1,930.00 $ 13.15 $ 2,630.00 85100EA $ 13.24 $ 1,324.00 $ 15.18 $ 1,518.00 $ 14.50 $ 1,450.00 $ 13.65 $ 1,365.00 $ 15.00 $ 1,500.00 T-SHIRT, LONG SLEEVE DME, BIG & TALL Total for Section E (Items 66-85) $ 30,239.00 $ 31,276.50 $ 27,389.00 $ 27,638.50 $ 27,595.00 SECTION E- TOPS (Items 66-85) Section ESection ESection ESection ESection E 60 PRICE 5452.54 60 59.4659.55 20 COMPLIANCE WITH SPECIFICATIONS 2020 20 2020 10 DELIVERY OF PROJECT SCHEDULE 104 10 107 10 PROBABLE PERFORMANCE 104 10 1010 100 TOTAL AWARD 94.3580.54 100.00 99.4696.55 EXHIBIT 1 RFP 6142 - Evaluation - Work Wear for City of Denton Distribution Exhibit 1 Tyndale Enterprises, Groggy Dog Inc. Boot BarnG&K ServicesTK Printshop Principal Place of Business (City & Irvine, CACoppell, TXDenton,TxDenton,TxPipersville, PA State): EST. Item ANN UOM Product Description Unit PriceExt. PriceUnit PriceExt. PriceUnit PriceExt. PriceUnit PriceExt. PriceUnit PriceExt. Price # QTY SECTION F - OVERALLS (Items 90-95: MARKED ON THE INSIDE WITH "PROPERTY OF THE CITY OF DENTON" STAMP) $ 56.99 $ 5,699.00 $ 60.78 $ 6,078.00 $ 93.00 $ 9,300.00 $ 70.45 $ 7,045.00 $ 57.80 $ 5,780.00 90100EABIB OVERALL, DUCK S-5X; M-3XL SHORT 9150EABIB OVERALL, DUCK 3XL-5XL; MT-2XLT $ 61.99 $ 3,099.50 $ 66.38 $ 3,319.00 $ 95.00 $ 4,750.00 $ 75.45 $ 3,772.50 $ 67.80 $ 3,390.00 BIB OVERALL, DUCK CARHARTT (W:32- $ 91.99 $ 1,839.80 $ 102.00 $ 2,040.00 $ 140.00 $ 2,800.00 $ 113.81 $ 2,276.20 $ 86.50 $ 1,730.00 9220EA 50) BIB OVERALL, DUCK CARHARTT (W:32- 9320EA $ 78.99 $ 1,579.80 $ 102.00 $ 2,040.00 $ 140.00 $ 2,800.00 $ 123.81 $ 2,476.20 $ 101.90 $ 2,038.00 50) Items 96-97: EMBROIDERED WITH COD LOGO ON CHEST BIB OVERALL, DUCK INSULATED, $ 95.74 $ 1,914.80 $ 84.78 $ 1,695.60 $ 128.00 $ 2,560.00 $ 101.33 $ 2,026.60 $ 88.15 $ 1,763.00 9620EA REGULAR BIB OVERALL, DUCK INSULATED, BIG & 9720EA $ 105.74 $ 2,114.80 $ 96.78 $ 1,935.60 $ 150.00 $ 3,000.00 $ 116.33 $ 2,326.60 $ 103.20 $ 2,064.00 TALL $ 16,247.70 $ 17,108.20 $ 25,210.00 $ 19,923.10 $ 16,765.00 Total for Section F SECTION F - OVERALLS Section FSection FSection FSection FSection F 60 PRICE 60 57394958 20 COMPLIANCE WITH SPECIFICATIONS 20 20202020 10 DELIVERY OF PROJECT SCHEDULE 10 41077 10 PROBABLE PERFORMANCE 10 41099 100 TOTAL AWARD 100 85798594 SECTION G - COVERALLS EMBROIDERED LEFT CHEST WITH COD LOGO COVERALL, INSULATED BLACK (M-2XL Short; $ 67.74 $ 1,354.80 $ 76.78 $ 1,535.60 $ 106.00 $ 2,120.00 $ 79.55 $ 1,591.00 $ 69.05 $ 1,381.00 9820EA S-2XL REGULAR) COVERALL, INSULATED BLACK (3XL-5XL 995EA $ 74.74 $ 373.70 $ 80.78 $ 403.90 $ 108.00 $ 540.00 $ 88.85 $ 444.25 $ 79.95 $ 399.75 Regular; MT-2XLT TALL) $ 80.74 $ 403.70 $ 114.86 $ 574.30 $ 118.00 $ 590.00 $ 93.85 $ 469.25 $ 79.95 $ 399.75 1005EACOVERALL, INSULATED BLACK (6XL) Total for Section G $ 2,132.20 $ 2,513.80 $ 3,250.00 $ 2,504.50 $ 2,180.50 SECTION G - COVERALLS EMBROIDERED Section GSection GSection GSection GSection G 60 PRICE 60 50.893951.0858.67 20 COMPLIANCE WITH SPECIFICATIONS 20 20202020 10 DELIVERY OF PROJECT SCHEDULE 10 410710 10 PROBABLE PERFORMANCE 10 410710 100 TOTAL AWARD 100 78.897985.0898.67 SECTION H - VEST EMBROIDERED LEFT CHEST WITH COD LOGO 1045EAVEST, CARHARTT, REGULAR $ 50.74 $ 253.70 $ 81.14 $ 405.70 $ 65.00 $ 325.00 $ 63.10 $ 315.50 $ 49.05 $ 245.25 $ 54.74 $ 273.70 $ 86.90 $ 434.50 $ 72.00 $ 360.00 $ 66.10 $ 330.50 $ 57.35 $ 286.75 1055EAVEST, CARHARTT, BIG AND TALL Total for Section H $ 527.40 $ 840.20 $ 685.00 $ 646.00 $ 532.00 SECTION H - VEST Section HSection HSection HSection HSection H 60 PRICE 60 38464959 20 COMPLIANCE WITH SPECIFICATIONS 20 20202020 10 DELIVERY OF PROJECT SCHEDULE 10 41087 10 PROBABLE PERFORMANCE 10 41099 100 TOTAL AWARD 100 66868695 EXHIBIT 1 RFP 6142 - Evaluation - Work Wear for City of Denton Distribution Exhibit 1 Tyndale Enterprises, Groggy Dog Inc. Boot BarnG&K ServicesTK Printshop Principal Place of Business (City & Irvine, CACoppell, TXDenton,TxDenton,TxPipersville, PA State): EST. Item ANN UOM Product Description Unit PriceExt. PriceUnit PriceExt. PriceUnit PriceExt. PriceUnit PriceExt. PriceUnit PriceExt. Price # QTY SECTION I - FIRE RETARDANT TOPS (Items 108-115: EMBROIDERED LEFT CHEST FR THREAD WITH DME TWO COLOR LOGO) SWEATSHIRT, PULLOVER FR, REGULAR $ 127.49 $ 6,374.50 $ 189.77 $ 9,488.50 $ 189.77 $ 9,488.50 $ 189.77 $ 9,488.50 $ 99.40 $ 4,970.00 10850EA SWEATSHIRT, PULLOVER FR, BIG AND TALL $ 139.49 $ 2,092.35 $ 189.77 $ 2,846.55 $ 189.77 $ 2,846.55 $ 187.77 $ 2,816.55 $ 117.35 $ 1,760.25 10915EA SWEATSHIRT, HOOD ZIP FR, REGULAR $ 131.49 $ 6,574.50 $ 189.77 $ 9,488.50 $ 189.77 $ 9,488.50 $ 189.77 $ 9,488.50 $ 112.80 $ 5,640.00 11050EA SWEATSHIRT, HOOD ZIP FR, BIG AND TALL $ 143.49 $ 2,152.35 $ 189.77 $ 2,846.55 $ 189.77 $ 2,846.55 $ 189.77 $ 2,846.55 $ 133.45 $ 2,001.75 11115EA VEST, MOCK NECK, FR, REGULAR $ 92.49 $ 3,699.60 $ 157.45 $ 6,298.00 $ 157.77 $ 6,310.80 $ 157.45 $ 6,298.00 $ 96.35 $ 3,854.00 11240EA VEST, MOCK NECK, FR, BIG AND TALL $ 102.49 $ 1,537.35 $ 164.52 $ 2,467.80 $ 164.52 $ 2,467.80 $ 164.52 $ 2,467.80 $ 113.70 $ 1,705.50 11315EA SHIRT, FR PREMIUM LONG SLEEVE, REGULAR $ 72.00 $ 18,000.00 $ 72.00 $ 18,000.00 $ 18,000.00 $ 72.00 $ 18,000.00 $ 61.75 $ 15,437.50 114250EA $ 72.00 SHIRT, FR PREMIUM LONG SLEEVE, BIG AND $ 87.00 $ 13,050.00 $ 87.00 $ 13,050.00 $ 87.00 $ 13,050.00 $ 87.00 $ 13,050.00 $ 72.90 $ 10,935.00 115150EA TALL Items 116-117: EMBROIDERED LEFT CHEST FR THREAD WITH COD TWO COLOR LOGO EASHIRT, DENIM FR LONG SLEEVE, REGULAR $ 56.49 $ 1,129.80 $ 81.14 $ 1,622.80 $ 74.00 $ 1,480.00 $ 74.00 $ 1,480.00 $ 51.10 $ 1,022.00 11620 EASHIRT, DENIM FR LONG SLEEVE, BIG & TALL $ 61.49 $ 1,229.80 $ 88.68 $ 1,773.60 $ 84.00 $ 1,680.00 $ 84.00 $ 1,680.00 $ 60.20 $ 1,204.00 11720 $ 55,840.25 $ 67,882.30 $ 67,658.70 $ 67,615.90 $ 48,530.00 Total for Section I SECTION I - FIRE RETARDANT TOPS Section ISection ISection ISection I Section I 60 PRICE 52434343 60 20 COMPLIANCE WITH SPECIFICATIONS 2020520 20 10 DELIVERY OF PROJECT SCHEDULE 10455 8 10 PROBABLE PERFORMANCE 10455 9 100 TOTAL AWARD 92715873 97 SECTION J - FR PANTS - NO STAMP OR SPECIAL MARKINGS NEEDED EA $ 69.99 $ 13,998.00 $ 101.40 $ 20,280.00 $ 101.40 $ 20,280.00 $ 83.59 $ 16,718.00 $ 74.30 $ 14,860.00 118200PANT, FR CARGO, REGULAR EA $ 76.99 $ 3,849.50 $ 101.40 $ 5,070.00 $ 101.40 $ 5,070.00 $ 88.59 $ 4,429.50 $ 88.45 $ 4,422.50 11950PANT, FR CARGO, BIG AND TALL $ 17,847.50 $ 25,350.00 $ 25,350.00 $ 21,147.50 $ 19,282.50 Total for Section J SECTION J - FR PANTS - NO STAMP OR SPECIAL MARKINGS NEEDED Section JSection JSection JSection JSection J 60 PRICE 60 42425156 20 COMPLIANCE WITH SPECIFICATIONS 20 20 52020 10 DELIVERY OF PROJECT SCHEDULE 10 451010 10 PROBABLE PERFORMANCE 10 451010 100 TOTAL AWARD 100 70579196 SECTION K - HATS - EMBROIDERED WITH COD LOGO EA $ 16.96 $ 2,968.00 $ 16.96 $ 2,968.00 $ 16.96 $ 2,968.00 $ 36.00 $ 6,300.00 $ 14.20 $ 2,485.00 120175HAT, ADJ BOONIE, NAVY COD LOGO EA $ 11.00 $ 4,125.00 $ 4.55 $ 1,706.25 $ 7.90 $ 2,962.50 $ 11.00 $ 4,125.00 $ 10.45 $ 3,918.75 121375CAP, CITY FLAG LOGO EA $ 11.00 $ 3,850.00 $ 3.22 $ 1,127.00 $ 7.50 $ 2,625.00 $ 11.00 $ 3,850.00 $ 10.65 $ 3,727.50 122350CAP, MESH WITH CITY LOGO EA $ 11.00 $ 1,100.00 $ 4.55 $ 455.00 $ 8.25 $ 825.00 $ 11.00 $ 1,100.00 $ 10.65 $ 1,065.00 123100CAP, OUTDOOR CAP EA $ 7.20 $ 1,180.80 $ 8.18 $ 1,341.52 $ 6.75 $ 1,107.00 $ 7.00 $ 1,148.00 $ 9.80 $ 1,607.20 124164CAP, STOCKING WITH COD LOGO EA $ 10.05 $ 1,005.00 $ 9.58 $ 958.00 $ 10.05 $ 1,005.00 $ 10.05 $ 1,005.00 $ 10.05 $ 1,005.00 125100CAP, STOCKING BEANIE COD LOGO EA $ 7.95 $ 159.00 $ 7.98 $ 159.60 $ 7.00 $ 140.00 $ 9.25 $ 185.00 $ 10.30 $ 206.00 12620CAP, STOCKING BEANIE COD LOGO^ $ 14,387.80 $ 8,715.37 $ 11,632.50 $ 17,713.00 $ 14,014.45 Total for Section K 60 PRICE 3660 45 3037 20 COMPLIANCE WITH SPECIFICATIONS 20 20 20 2020 10 DELIVERY OF PROJECT SCHEDULE 104 10 1010 10 PROBABLE PERFORMANCE 104 10 1010 100 TOTAL AWARD 7688 85 7077 SECTION L - JEANS - MARKED ON THE INSIDE WITH "PROPERTY OF THE CITY OF DENTON" STAMP JEANS, WRANGER ORIGINAL FIT $ 19.99 $ 4,997.50 $ 28.59 $ 7,147.50 $ 30.00 $ 7,500.00 $ 30.00 $ 7,500.00 $ 26.25 $ 6,562.50 127250EA JEANS, WRANGER ORIGINAL FIT (38+ 12850EA $ 22.99 $ 1,149.50 $ 28.59 $ 1,429.50 $ 31.00 $ 1,550.00 $ 31.00 $ 1,550.00 $ 26.25 $ 1,312.50 INSEAM) JEANS, WRANGER ORIGINAL FIT (44+ WAIST) $ 22.99 $ 574.75 $ 28.59 $ 714.75 $ 32.00 $ 800.00 $ 32.00 $ 800.00 $ 30.65 $ 766.25 12925EA 13010EA JEANS, WRANGER SLIM FIT $ 19.99 $ 199.90 $ 28.59 $ 285.90 $ 30.00 $ 300.00 $ 30.00 $ 300.00 $ 26.25 $ 262.50 JEANS, WRANGER SLIM FIT (38+ INSEAM) $ 22.99 $ 229.90 $ 28.59 $ 285.90 $ 31.00 $ 310.00 $ 31.00 $ 310.00 $ 26.25 $ 262.50 13110EA EXHIBIT 1 RFP 6142 - Evaluation - Work Wear for City of Denton Distribution Exhibit 1 Tyndale Enterprises, Groggy Dog Inc. Boot BarnG&K ServicesTK Printshop Principal Place of Business (City & Irvine, CACoppell, TXDenton,TxDenton,TxPipersville, PA State): EST. Item ANN UOM Product Description Unit PriceExt. PriceUnit PriceExt. PriceUnit PriceExt. PriceUnit PriceExt. PriceUnit PriceExt. Price # QTY 13210EA JEANS, WRANGER SLIM FIT (44+ WAIST) $ 22.99 $ 229.90 $ 28.59 $ 285.90 $ 30.00 $ 300.00 $ 30.00 $ 300.00 $ 30.65 $ 306.50 JEANS, WRANGER Relaxed Fit $ 19.99 $ 1,999.00 $ 28.59 $ 2,859.00 $ 31.00 $ 3,100.00 $ 31.00 $ 3,100.00 $ 26.25 $ 2,625.00 133100EA 13410EA JEANS, WRANGER Relaxed Fit (38+ INSEAM) $ 22.99 $ 229.90 $ 28.59 $ 285.90 $ 32.00 $ 320.00 $ 32.00 $ 320.00 $ 26.25 $ 262.50 JEANS, WRANGER Relaxed Fit (44+ WAIST) $ 22.99 $ 229.90 $ 28.59 $ 285.90 $ 35.00 $ 350.00 $ 35.00 $ 350.00 $ 30.65 $ 306.50 13510EA 136250EA JEANS, WRANGER Pre Washed Fit $ 27.99 $ 6,997.50 $ 33.93 $ 8,482.50 $ 35.00 $ 8,750.00 $ 35.00 $ 8,750.00 $ 31.70 $ 7,925.00 JEANS, WRANGER Pre Washed Fit (38+ $ 30.99 $ 1,549.50 $ 33.93 $ 1,696.50 $ 36.00 $ 1,800.00 $ 36.00 $ 1,800.00 $ 31.70 $ 1,585.00 13750EA INSEAM) JEANS, WRANGER Pre Washed Fit 13825EA $ 30.99 $ 774.75 $ 33.93 $ 848.25 $ 37.20 $ 930.00 $ 37.00 $ 925.00 $ 37.20 $ 930.00 (44+WAIST) JEANS, WRANGER Fire Retardant Fit $ 49.99 $ 1,249.75 $ 70.19 $ 1,754.75 $ 70.19 $ 1,754.75 $ 67.53 $ 1,688.25 $ 53.60 $ 1,340.00 13925EA JEANS, WRANGER Fire Retardant Fit (38+ 1405EA $ 51.99 $ 259.95 $ 70.19 $ 350.95 $ 70.19 $ 350.95 $ 68.53 $ 342.65 $ 53.60 $ 268.00 INSEAM) JEANS, WRANGER Fire Retardant Fit (44+ $ 51.99 $ 259.95 $ 70.19 $ 350.95 $ 70.19 $ 350.95 $ 69.53 $ 347.65 $ 63.50 $ 317.50 1415EA WAIST) JEANS, WRANGER Relaxed Fit HERO FIVE 14250EA $ 32.30 $ 1,615.00 $ 22.38 $ 1,119.00 $ 32.30 $ 1,615.00 $ 32.30 $ 1,615.00 $ 32.30 $ 1,615.00 STARS JEANS, WRANGER Relaxed Fit HERO FIVE $ 35.00 $ 350.00 $ 26.38 $ 263.80 $ 35.00 $ 350.00 $ 35.00 $ 350.00 $ 35.00 $ 350.00 14310EA STARS (38+ INSEAM) JEANS, WRANGER Relaxed Fit HERO FIVE 14410EA $ 37.00 $ 370.00 $ 26.38 $ 263.80 $ 37.00 $ 370.00 $ 37.00 $ 370.00 $ 37.00 $ 370.00 STARS (44+ WAIST) $ 23,266.65 $ 28,710.75 $ 30,801.65 $ 30,718.55 $ 27,367.25 Total for Section L SECTION L - JEANS Section L Section LSection LSection LSection L 60 PRICE 60 49454551 20 COMPLIANCE WITH SPECIFICATIONS 20 2052020 10 DELIVERY OF PROJECT SCHEDULE 10 4578 10 PROBABLE PERFORMANCE 10 4579 100 TOTAL AWARD 100 77607988 Pricing in red has been inserted for evaluation purposes only-vendor did not submit a price for those items. EXHIBIT 2 ORDINANCE NO. 2016-______ AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE PURCHASE OF WORK WEAR FOR CITY OF DENTON EMPLOYEES TO BE STOCKED IN THE CITY OF DENTON DISTRIBUTION CENTER; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6142AWARDED TO MULTIPLE VENDORS IN THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $908,063). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of work wear for City employees in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplifor Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 6142 Boot Barn, Inc. $324,563 6142 Groggy Dog Sportswear and Graphic Design $187,500 6142 TK Print Shop $146,625 6142 Tyndale Enterprises, Inc. $249,375 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. EXHIBIT 2 SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. This will be an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods with all terms and conditions remaining the same. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 6142 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved proposals. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2016. ______________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY:____________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND BOOT BARN INC. (RFP # 6142) THIS CONTRACT is made and entered into this date _______________________, by and between Boot Barn Inc., a corporation, whose address is 15345 Barranca Parkway, Irvine, CA 92618, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the CityÓs RFP #6142 Î Work Wear for Distribution Center, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a)Special Terms and Conditions(Exhibit ÐAÑ); (b)City of DentonÓs RFP #6142 (Exhibit ÐBÑ on file at the office of the Purchasing Agent); (c)City of Denton Standard Terms and Conditions (Exhibit Ð C Ñ); (d)Certificate of Interested Parties Electronic Filing (Exhibit ÐDÑ); (e)SupplierÓs Proposal. (Exhibit "E"); (f)Form CIQ Î Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as ÐContract Documents.Ñ RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: ________________________________ AUTHORIZED SIGNATURE Date: ___________________________ Name: __________________________ Title:___________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _____________________________ HOWARD MARTIN INTERIM CITY MANAGER BY: __________________________________ Date: ________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 Exhibit A Special Terms and Conditions The Quantities indicated on Exhibit E are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplierÓs expense. Products that have been installed will be replaced at the supplierÓs expense. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturerÓs representative as needed by the City. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 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 manufacturerÓs price list. The price adjustment will be determined quarterly 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 responsibility 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 participate in the escalation/de-escalation clause. Total Contract Amount The contract total shall not exceed $324,563. Pricing shall be per Exhibit E attached. RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of DentonÓs 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 CityÓs Procurement Department and the Supplier. No Terms and Conditions contained in the sellerÓs proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the CityÓs premises or on public rights-of-way. 1.CONTRACTORÓS OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the ContractorÓs Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2.EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3.CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the CityÓs name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4.SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5.TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6.DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise st ated in the Offer, the ContractorÓs price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7.RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the ContractorÓs, or the ContractorÓs SubcontractorÓs, facilities, or the deliverables at the ContractorÓs, or the ContractorÓs SubcontractorÓs, premises, the Contractor shal l furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8.NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9.PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the CityÓs service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the ContractorÓs obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the CityÓs faci lities. 10.WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (ÐIIRIRA) enacted on September 30, 1996. 11.COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Co ntractor, itÓs Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the ContractorÓs obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12.INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the DepartmentÓs Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The ContractorÓs name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the inf ormation in the VendorÓs registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the ContractorÓs invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13.PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the CityÓs receipt of the deliverables o r of the invoice being received RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the CityÓs agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the ContractorÓs 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 electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The CityÓs payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14.TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15.FINAL PAYMENT AND CLOSE-OUT: RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the ContractorÓs continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising un der the CityÓs right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16.SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17.RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the CityÓs sole discretion, grounds for termination thereof. Each of the terms ÐbooksÑ, ÐrecordsÑ, ÐdocumentsÑ and Ðother evidenceÑ, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18.SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the ContractorÓs Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19.WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20.WARRANTY Î TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21.WARRANTY Î DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the CityÓs option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the CityÓs 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 manufacturerÓs warranty, the Contractor shall transfer and assign such manufacturerÓs warranty to the City. If for any reason the manufacturerÓs warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturerÓs warranty for the benefit of the City. 22.WARRANTY Î SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice s hall not impair the CityÓs rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23.ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the CityÓs evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24.RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other partyÓs intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25.STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26.DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in ContractorÓs Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27.TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence suffici ent to prove to the CityÓs reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the ContractorÓs default, including, without limitation, cost of cover, reasonable attorneysÓ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the CityÓs vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28.TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar daysÓ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29.FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30.DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31.INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the ContractorÓs subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTORÓS OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32.INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverageÓs and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The ContractorÓs and all subcontractorsÓ 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 workersÓ compensation coverage written by the Texas WorkersÓ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The ÐotherÑ 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. RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 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. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar daysÓ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverageÓs indicated within the Contract. xiv. The insurance coverageÓs specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33.CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the ContractorÓs ability to perform thereunde r, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34.NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the ContractorÓs Offer, or at such other address as a party may notify the other in writi ng. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35.RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36.NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the CityÓs exercise anywhere in the world of the rights associated with the CityÓsÓ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the ContractorÓs breach of any of ContractorÓs representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the CityÓs behalf. Further, Contractor agrees that the CityÓs specifications regarding the deliverables shall in no way diminish ContractorÓs warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37.CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the CityÓs and/or its licensorsÓ 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, ÐConfidential InformationÑ). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38.OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 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 deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided howeve r, that nothing in this Paragraph 38 shall negate the CityÓs sole or joint ownership of any such deliverables arising by virtue of the CityÓs sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The ContractorÓs obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39.PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40.ADVERTISING: The Contractor shall not advertise or publish, without the CityÓs prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41.NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42.GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 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 this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the CityÓs Conflict of Interest Questionnaire. 44.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The ContractorÓs services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, workerÓs compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45.ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46.WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47.MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48.INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49.DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediatorÓs fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50.JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51.INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52.HOLIDAYS:The following holidays are observed by the City: RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 New YearÓs Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New YearÓs Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53.SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54.NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55.EQUAL OPPORTUNITY A.Equal Employment Opportunity: No Offeror, or OfferorÓs 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 OfferorÓs 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 Î i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59.PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W-2's to common law employees. RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 Respondent is responsible for both federal and State unemployment insurance coverage and standard WorkersÓ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either PartyÓs exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. CityÓs standard terms and conditions 4. Purchase order 5. Supplier terms and conditions RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1.Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2.Register utilizing the tutorial provided by the State 3.Print a copy of the completed Form 1295 4.Enter the Certificate Number on page 2 of this contract. 5.Sign and notarize the Form 1295 6.Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Î Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commiss ionÓs website within seven business days. RFP 6142 DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT E EXHIBIT 3 RFP 6142 - Work Wear for City of Denton Distribution Center Respondent's Business Name:Boot Barn Inc. Principal Place of Business (City & State): Irvine, CA EST. Est. Delivery Item #ANN UOMARO (Bus. Product DescriptionUnit Price QTYDays) SECTION B- CARHARTT JACKETS, EMBROIDERED LEFT CHEST WITH COD LOGO 1010EAJACKET, SIERRA SANDSTONE W/HOOD, REGULAR $ 93.74 18 1110EAJACKET, SIERRA SANDSTONE W/HOOD, BIG &TALL $ 103.74 18 12100EAJACKET, SANDSTONE WITH HOOD , REGULAR $ 75.74 18 1375EAJACKET, SANDSTONE WITH HOOD , BIG & TALL $ 83.74 18 1450EAJACKET, SANDSTONE BROWN, REGULAR $ 73.74 18 1525EAJACKET, SANDSTONE BROWN, BIG & TALL $ 80.74 18 SECTION F - OVEARALLS Items 90-95: MARKED ON THE INSIDE WITH "PROPERTY OF THE CITY OF DENTON" STAMP $ 56.99 12 90100EABIB OVERALL, DUCK S-5X; M-3XL SHORT $ 61.99 12 9150EABIB OVERALL, DUCK 3XL-5XL; MT-2XLT $ 91.99 18 9220EABIB OVERALL, DUCK CARHARTT (W:32-50) $ 78.99 18 9320EABIB OVERALL, DUCK CARHARTT (W:32-50) Items 96-97: EMBROIDERED WITH COD LOGO ON CHEST $ 95.74 12 9620EABIB OVERALL, DUCK INSULATED, REGULAR $ 105.74 12 9720EABIB OVERALL, DUCK INSULATED, BIG & TALL SECTION G - COVERALLS EMBROIDERED LEFT CHEST WITH COD COVERALL, INSULATED BLACK (M-2XL Short; S-2XL $ 67.74 12 9820EA REGULAR) COVERALL, INSULATED BLACK (3XL-5XL Regular; MT- $ 74.74 12 995EA 2XLT TALL) $ 80.74 12 1005EACOVERALL, INSULATED BLACK (6XL) DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT E EXHIBIT 3 RFP 6142 - Work Wear for City of Denton Distribution Center Respondent's Business Name:Boot Barn Inc. Principal Place of Business (City & State): Irvine, CA SECTION H - VEST EMBROIDERED LEFT CHEST WITH COD LOGO $ 50.74 18 1045EAVEST, CARHARTT, REGULAR $ 54.74 18 1055EAVEST, CARHARTT, BIG AND TALL SECTION J - FR PANTS - NO STAMP OR SPECIAL MARKINGS NEEDED EA $ 69.99 18 118200PANT, FR CARGO, REGULAR EA $ 76.99 18 11950PANT, FR CARGO, BIG AND TALL SECTION L - JEANS - MARKED ON THE INSIDE WITH "PROPERTY OF THE CITY OF DENTON" STAMP $ 19.99 3 127250EAJEANS, WRANGER ORIGINAL FIT $ 22.99 3 12850EAJEANS, WRANGER ORIGINAL FIT (38+ INSEAM) $ 22.99 3 12925EAJEANS, WRANGER ORIGINAL FIT (44+ WAIST) $ 19.99 3 13010EAJEANS, WRANGER SLIM FIT $ 22.99 3 13110EAJEANS, WRANGER SLIM FIT (38+ INSEAM) $ 22.99 3 13210EAJEANS, WRANGER SLIM FIT (44+ WAIST) $ 19.99 5 133100EAJEANS, WRANGER Relaxed Fit $ 22.99 5 13410EAJEANS, WRANGER Relaxed Fit (38+ INSEAM) $ 22.99 5 13510EAJEANS, WRANGER Relaxed Fit (44+ WAIST) $ 27.99 4 136250EAJEANS, WRANGER Pre Washed Fit $ 30.99 4 13750EAJEANS, WRANGER Pre Washed Fit (38+ INSEAM) $ 30.99 4 13825EAJEANS, WRANGER Pre Washed Fit (44+WAIST) $ 49.99 3 13925EAJEANS, WRANGER Fire Retardant Fit $ 51.99 3 1405EAJEANS, WRANGER Fire Retardant Fit (38+ INSEAM) $ 51.99 3 1415EAJEANS, WRANGER Fire Retardant Fit (44+ WAIST) DocuSign Envelope ID: 298EAED6-EAAB-4368-80B4-DEC141B6772A EXHIBIT 3 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 relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filingauthority not later than the 7business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B.Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entityDate EXHIBIT 3 Certificate Of Completion Envelope Id: 298EAED6EAAB436880B4DEC141B6772AStatus: Sent Subject: City Council Docusign Item - 6142 Boot Barn, Inc. (Sections B,F,G,H,J,L) Source Envelope: Document Pages: 28Signatures: 2Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabledjody.word@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 12/2/2016 2:25:27 PM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 12/2/2016 2:33:19 PM Completed jody.word@cityofdenton.comViewed: 12/2/2016 2:33:32 PM BuyerSigned: 12/2/2016 2:35:34 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Ken BaldwinSent: 12/2/2016 2:35:36 PM kbaldwin@bootbarn.comViewed: 12/5/2016 7:07:12 AM Commercial Accounts ManagerSigned: 12/5/2016 7:16:50 AM Boot BArn Using IP Address: 47.221.31.62 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 12/5/2016 7:07:12 AM ID: 6f4984d8-42b4-42fd-b59b-d2a934ea6087 John KnightSent: 12/5/2016 7:16:52 AM john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Howard Martin howard.martin@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: EXHIBIT 3 Signer EventsSignatureTimestamp Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: StatusTimestamp StatusTimestamp StatusTimestamp StatusTimestamp Julia WinkleySent: 12/5/2016 7:16:51 AM julia.winkley@cityofdenton.comViewed: 12/5/2016 7:30:24 AM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 12/5/2016 7:16:51 AM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) 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) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: EXHIBIT 3 StatusTimestamp Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Laura Hermosillo Laura.Hermosillo@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Timestamp StatusTimestamps Envelope SentHashed/Encrypted12/5/2016 7:16:52 AM EXHIBIT 3 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. 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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. 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To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: Allow per session cookies Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. EXHIBIT 3 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. EXHIBIT 4 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND TK PRINTSHOP (RFP # 6142) THIS CONTRACT is made and entered into this date _______________________, by and between TK Printshop, a corporation, whose address is 3401 E. University Drive, Ste. 104, Denton, TX 76208, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the CityÓs RFP #6142 Î Work Wear for Distribution Center, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a)Special Terms and Conditions(Exhibit ÐAÑ); (b)City of DentonÓs RFP #6142 (Exhibit ÐBÑ on file at the office of the Purchasing Agent); (c)City of Denton Standard Terms and Conditions (Exhibit Ð C Ñ); (d)Certificate of Interested Parties Electronic Filing (Exhibit ÐDÑ); (e)SupplierÓs Proposal. (Exhibit "E"); (f)Form CIQ Î Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as ÐContract Documents.Ñ RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: ________________________________ AUTHORIZED SIGNATURE Date: ___________________________ Name: __________________________ Title:___________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _____________________________ HOWARD MARTIN INTERIM CITY MANAGER BY: __________________________________ Date: ________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 Exhibit A Special Terms and Conditions The Quantities indicated on Exhibit E are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplierÓs expense. Products that have been installed will be replaced at the supplierÓs expense. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturerÓs representative as needed by the City. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 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 manufacturerÓs price list. The price adjustment will be determined quarterly 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 responsibility 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 participate in the escalation/de-escalation clause. Total Contract Amount The contract total shall not exceed $146,625. Pricing shall be per Exhibit E attached. RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of DentonÓs 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 CityÓs Procurement Department and the Supplier. No Terms and Conditions contained in the sellerÓs proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the CityÓs premises or on public rights-of-way. 1.CONTRACTORÓS OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the ContractorÓs Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2.EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3.CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the CityÓs name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4.SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5.TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6.DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise st ated in the Offer, the ContractorÓs price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7.RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the ContractorÓs, or the ContractorÓs SubcontractorÓs, facilities, or the deliverables at the ContractorÓs, or the ContractorÓs SubcontractorÓs, premises, the Contractor shal l furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8.NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9.PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the CityÓs service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the ContractorÓs obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the CityÓs faci lities. 10.WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (ÐIIRIRA) enacted on September 30, 1996. 11.COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Co ntractor, itÓs Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the ContractorÓs obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12.INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the DepartmentÓs Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The ContractorÓs name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the inf ormation in the VendorÓs registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the ContractorÓs invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13.PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the CityÓs receipt of the deliverables o r of the invoice being received RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the CityÓs agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the ContractorÓs 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 electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The CityÓs payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14.TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15.FINAL PAYMENT AND CLOSE-OUT: RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the ContractorÓs continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising un der the CityÓs right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16.SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17.RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the CityÓs sole discretion, grounds for termination thereof. Each of the terms ÐbooksÑ, ÐrecordsÑ, ÐdocumentsÑ and Ðother evidenceÑ, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18.SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the ContractorÓs Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19.WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20.WARRANTY Î TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21.WARRANTY Î DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the CityÓs option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the CityÓs 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 manufacturerÓs warranty, the Contractor shall transfer and assign such manufacturerÓs warranty to the City. If for any reason the manufacturerÓs warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturerÓs warranty for the benefit of the City. 22.WARRANTY Î SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notic e shall not impair the CityÓs rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23.ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the CityÓs evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24.RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other partyÓs intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25.STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26.DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in ContractorÓs Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27.TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence suffic ient to prove to the CityÓs reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the ContractorÓs default, including, without limitation, cost of cover, reasonable attorneysÓ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the CityÓs vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28.TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar daysÓ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29.FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30.DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31.INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the ContractorÓs subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTORÓS OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32.INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverageÓs and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The ContractorÓs and all subcontractorsÓ 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 workersÓ compensation coverage written by the Texas WorkersÓ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The ÐotherÑ 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. RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 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. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar daysÓ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverageÓs indicated within the Contract. xiv. The insurance coverageÓs specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33.CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the ContractorÓs ability to perform thereunde r, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34.NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the ContractorÓs Offer, or at such other address as a party may notify the other in writi ng. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35.RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36.NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the CityÓs exercise anywhere in the world of the rights associated with the CityÓsÓ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the ContractorÓs breach of any of ContractorÓs representations or warran ties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the CityÓs behalf. Further, Contractor agrees that the CityÓs specifi cations regarding the deliverables shall in no way diminish ContractorÓs warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37.CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the CityÓs and/or its licensorsÓ 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, ÐConfidential InformationÑ). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38.OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 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 deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the CityÓs sole or joint ownership of any such deliverables arising by virtue of the CityÓs sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the del iverables. The ContractorÓs obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39.PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40.ADVERTISING: The Contractor shall not advertise or publish, without the CityÓs prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41.NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42.GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 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 this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the CityÓs Conflict of Interest Questionnaire. 44.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The ContractorÓs services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, workerÓs compensation, or any other City employee benefit. The City s hall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45.ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46.WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47.MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48.INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49.DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediatorÓs fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50.JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51.INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52.HOLIDAYS:The following holidays are observed by the City: RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 New YearÓs Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New YearÓs Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53.SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54.NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55.EQUAL OPPORTUNITY A.Equal Employment Opportunity: No Offeror, or OfferorÓs 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 OfferorÓs 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 Î i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59.PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W-2's to common law employees. RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 Respondent is responsible for both federal and State unemployment insurance coverage and standard WorkersÓ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either PartyÓs exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. CityÓs standard terms and conditions 4. Purchase order 5. Supplier terms and conditions RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1.Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2.Register utilizing the tutorial provided by the State 3.Print a copy of the completed Form 1295 4.Enter the Certificate Number on page 2 of this contract. 5.Sign and notarize the Form 1295 6.Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Î Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commiss ionÓs website within seven business days. RFP 6142 DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 Exhibit E EXHIBIT 4 RFP 6142 - Work Wear for City of Denton Distribution Respondent's Business Name:TK Printshop Principal Place of Business (City & State): Denton,Tx EST. Est. Delivery Item ANN UOMARO (Bus. Product DescriptionUnit Price # QTYDays) SECTION C- JACKETS, EMBROIDERED LEFT CHEST WITH 2425EA $ 49.00 10 JACKET, DUCK HOODED BROWN, REGULAR 2525EA $ 60.00 10 JACKET, DUCK HOODED BROWN, BIG & TALL 2610EA $ 21.00 10 JACKET, WINDSHIRT V-NECK, REGULAR 2710EA $ 28.64 10 JACKET, WINDSHIRT V-NECK, BIG & TALL 2810EA $ 35.34 10 JACKET, NYLON TEAM, REGULAR EST. Est. Delivery Item ANN UOMARO (Bus. Product DescriptionUnit Price # QTYDays) SECTION D- FLEECE JACKETS, EMBROIDERED LEFT 32150EA $ 39.24 14 JACKET, FLEECE HOODIE S-2XL 3375EA $ 46.24 14 JACKET, FLEECE HOODIE 3XL-5XL, LT--4XLT 3450EA $ 26.89 10 JACKET, HOODIE W/ZIPPER S-2XL 3525EA $ 31.89 7 JACKET, HOODIE W/ZIPPER 3XL-5XL, LT--4XLT 3650EA $ 21.50 10 JACKET, PULL OVER HOODIE S-2XL 3725EA $ 26.50 7 JACKET, PULL OVER HOODIE 3XL-5XL, LT--4XLT DocuSign Envelope ID: 39AA6AEB-F377-4907-B1FD-71F8C0D03855 EXHIBIT 4 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 relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filingauthority not later than the 7business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B.Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entityDate EXHIBIT 4 Certificate Of Completion Envelope Id: 39AA6AEBF3774907B1FD71F8C0D03855Status: Sent Subject: City Council Docusign Item - 6142-TK Printshop (Sections (C,D)) Source Envelope: Document Pages: 27Signatures: 3Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabledjody.word@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 12/2/2016 2:52:46 PM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 12/2/2016 2:57:30 PM Completed jody.word@cityofdenton.comViewed: 12/2/2016 2:57:43 PM BuyerSigned: 12/2/2016 2:59:00 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Tammy HighSent: 12/2/2016 2:59:01 PM tkprintshop@msn.comResent: 12/6/2016 12:56:11 PM ownerResent: 12/7/2016 8:36:02 AM tk printshopViewed: 12/7/2016 10:04:55 AM Using IP Address: 24.178.7.75 Security Level: Email, Account Authentication Signed: 12/7/2016 10:28:25 AM (Optional) Electronic Record and Signature Disclosure: Accepted: 12/7/2016 10:04:55 AM ID: 9cd1189a-9c7e-463f-aa11-0502b7fc14b6 John KnightSent: 12/7/2016 10:28:29 AM john.knight@cityofdenton.comViewed: 12/7/2016 10:29:32 AM Deputy City AttorneySigned: 12/7/2016 10:29:45 AM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 12/7/2016 10:29:48 AM julia.winkley@cityofdenton.comViewed: 12/7/2016 10:50:18 AM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Howard Martin howard.martin@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 4 Signer EventsSignatureTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: StatusTimestamp StatusTimestamp StatusTimestamp StatusTimestamp Julia WinkleySent: 12/7/2016 10:28:27 AM julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 12/7/2016 10:28:28 AM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) 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) EXHIBIT 4 StatusTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Laura Hermosillo Laura.Hermosillo@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Timestamp StatusTimestamps Envelope SentHashed/Encrypted12/7/2016 10:29:48 AM EXHIBIT 4 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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By checking the 'I Agree' box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. EXHIBIT 5 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND TYNDALE ENTERPRISES, INC (RFP # 6142) THIS CONTRACT is made and entered into this date _______________________, by and between Tyndale Enterprises, Inc., a corporation, whose address is 5050 Applebutter Road, Pipersville, PA 18947, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the CityÓs RFP #6142 Î Work Wear for Distribution Center, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a)Special Terms and Conditions(Exhibit ÐAÑ); (b)City of DentonÓs RFP #6142 (Exhibit ÐBÑ on file at the office of the Purchasing Agent); (c)City of Denton Standard Terms and Conditions (Exhibit Ð C Ñ); (d)Certificate of Interested Parties Electronic Filing (Exhibit ÐDÑ); (e)SupplierÓs Proposal. (Exhibit "E"); (f)Form CIQ Î Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as ÐContract Documents.Ñ RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: ________________________________ AUTHORIZED SIGNATURE Date: ___________________________ Name: __________________________ Title:___________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _____________________________ HOWARD MARTIN INTERIM CITY MANAGER BY: __________________________________ Date: ________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 Exhibit A Special Terms and Conditions The Quantities indicated on Exhibit E are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplierÓs expense. Products that have been installed will be replaced at the supplierÓs expense. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturerÓs representative as needed by the City. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 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 manufacturerÓs price list. The price adjustment will be determined quarterly 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 responsibility 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 participate in the escalation/de-escalation clause. Total Contract Amount The contract total shall not exceed $249,375. Pricing shall be per Exhibit E attached. RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of DentonÓs 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 CityÓs Procurement Department and the Supplier. No Terms and Conditions contained in the sellerÓs proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the CityÓs premises or on public rights-of-way. 1.CONTRACTORÓS OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the ContractorÓs Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2.EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3.CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the CityÓs name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4.SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5.TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6.DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise st ated in the Offer, the ContractorÓs price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7.RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the ContractorÓs, or the ContractorÓs SubcontractorÓs, facilities, or the deliverables at the ContractorÓs, or the ContractorÓs SubcontractorÓs, premises, the Contractor shal l furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8.NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9.PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the CityÓs service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the ContractorÓs obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the CityÓs faci lities. 10.WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (ÐIIRIRA) enacted on September 30, 1996. 11.COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Co ntractor, itÓs Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the ContractorÓs obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12.INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the DepartmentÓs Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The ContractorÓs name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the inf ormation in the VendorÓs registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the ContractorÓs invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13.PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the CityÓs receipt of the deliverables o r of the invoice being received RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the CityÓs agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the ContractorÓs 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 electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The CityÓs payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14.TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15.FINAL PAYMENT AND CLOSE-OUT: RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the ContractorÓs continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising un der the CityÓs right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16.SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17.RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the CityÓs sole discretion, grounds for termination thereof. Each of the terms ÐbooksÑ, ÐrecordsÑ, ÐdocumentsÑ and Ðother evidenceÑ, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18.SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the ContractorÓs Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19.WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20.WARRANTY Î TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21.WARRANTY Î DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the CityÓs option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the CityÓs 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 manufacturerÓs warranty, the Contractor shall transfer and assign such manufacturerÓs warranty to the City. If for any reason the manufacturerÓs warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturerÓs warranty for the benefit of the City. 22.WARRANTY Î SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice s hall not impair the CityÓs rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23.ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the CityÓs evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24.RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other partyÓs intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25.STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26.DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in ContractorÓs Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27.TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence suffici ent to prove to the CityÓs reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the ContractorÓs default, including, without limitation, cost of cover, reasonable attorneysÓ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the CityÓs vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28.TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar daysÓ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29.FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30.DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31.INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the ContractorÓs subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTORÓS OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32.INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverageÓs and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The ContractorÓs and all subcontractorsÓ 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 workersÓ compensation coverage written by the Texas WorkersÓ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The ÐotherÑ 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. RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 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. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar daysÓ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverageÓs indicated within the Contract. xiv. The insurance coverageÓs specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33.CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the ContractorÓs ability to perform thereunde r, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34.NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the ContractorÓs Offer, or at such other address as a party may notify the other in writi ng. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35.RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36.NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the CityÓs exercise anywhere in the world of the rights associated with the CityÓsÓ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the ContractorÓs breach of any of ContractorÓs representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the CityÓs behalf. Further, Contractor agrees that the CityÓs specifications regarding the deliverables shall in no way diminish ContractorÓs warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37.CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the CityÓs and/or its licensorsÓ 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, ÐConfidential InformationÑ). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38.OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 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 deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided howeve r, that nothing in this Paragraph 38 shall negate the CityÓs sole or joint ownership of any such deliverables arising by virtue of the CityÓs sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The ContractorÓs obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39.PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40.ADVERTISING: The Contractor shall not advertise or publish, without the CityÓs prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41.NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42.GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 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 this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the CityÓs Conflict of Interest Questionnaire. 44.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The ContractorÓs services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, workerÓs compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45.ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46.WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47.MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48.INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49.DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediatorÓs fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50.JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51.INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52.HOLIDAYS:The following holidays are observed by the City: RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 New YearÓs Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New YearÓs Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53.SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54.NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55.EQUAL OPPORTUNITY A.Equal Employment Opportunity: No Offeror, or OfferorÓs 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 OfferorÓs 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 Î i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59.PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W-2's to common law employees. RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 Respondent is responsible for both federal and State unemployment insurance coverage and standard WorkersÓ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either PartyÓs exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. CityÓs standard terms and conditions 4. Purchase order 5. Supplier terms and conditions RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1.Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2.Register utilizing the tutorial provided by the State 3.Print a copy of the completed Form 1295 4.Enter the Certificate Number on page 2 of this contract. 5.Sign and notarize the Form 1295 6.Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Î Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commiss ionÓs website within seven business days. RFP 6142 DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 Exhibit E EXHIBIT 5 RFP 6142 - Work Wear for City of Denton Distribution Center Tyndale Enterprises, Inc. Respondent's Business Name: Principal Place of Business (City & State): Pipersville, PA EST. ANN Est. Delivery UOM Item #Product DescriptionUnit Price QTYARO (Bus. Days) SECTION E- TOPS, - ordered on as need basis Items 38-65: EMBROIDERED LEFT CHEST WITH COD LOGO 3840EA $ 24.05 21-35 SHIRT, DENIM LONG SLEEVE, REGULAR 3915EA $ 27.75 21-35 SHIRT, DENIM LONG SLEEVE, BIG & TALL 4030EA $ 29.35 14-21 SHIRT, HI-VIS SHORT SLEEVE, REGULAR 4115EA $ 34.10 14-21 SHIRT, HI-VIS SHORT SLEEVE, BIG AND TALL 4230EA $ 29.35 14-21 SHIRT, HI-VIS LONG SLEEVE, REGULAR 4315EA $ 34.10 14-21 SHIRT, HI-VIS LONG SLEEVE, BIG AND TALL 4450EA $ 15.20 14-21 SHIRT, WORK, SHORT SLEEVE, REGULAR 4550EA $ 17.10 14-21 SHIRT, WORK, SHORT SLEEVE, BIG & TALL 4650EA $ 16.85 14-21 SHIRT, WORK, LONG SLEEVE, REGULAR 4750EA $ 19.10 14-21 SHIRT, WORK, LONG SLEEVE, BIG & TALL 4860EA $ 25.25 21-35 SHIRT, POLO SHORT SLEEVE, REGULAR 4920EA $ 29.15 21-35 SHIRT, POLO SHORT SLEEVE, BIG AND TALL 5020EA $ 14.75 21-35 SHIRT, POLO, SHORT SLEEVE, REGULAR 5120EA $ 16.55 21-35 SHIRT, POLO, SHORT SLEEVE, BIG & TALL 5220EASHIRT, POLO, SHORT SLEEVE W/POCKET , REGULAR $ 15.70 21-35 5320EASHIRT, POLO, SHORT SLEEVE W/POCKET, BIG & TALL $ 17.70 21-35 5420EA $ 28.95 21-35 SHIRT, POLO GOLF DRI-FIT, REGULAR 5520EA $ 33.60 21-35 SHIRT, POLO GOLF DRI-FIT, BIG & TALL 5620EA $ 30.15 21-35 SHIRT, POLO GOLF TECH SPRT, REGULAR 5720EA $ 35.05 21-35 SHIRT, POLO GOLF TECH SPRT, BIG & TALL 5820EA $ 13.35 21-35 SHIRT, POLO JERSEY KNIT, REGULAR DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 Exhibit E EXHIBIT 5 RFP 6142 - Work Wear for City of Denton Distribution Center Tyndale Enterprises, Inc. Respondent's Business Name: Principal Place of Business (City & State): Pipersville, PA EST. ANN Est. Delivery UOM Item #Product DescriptionUnit Price QTYARO (Bus. Days) 5920EA $ 14.90 21-35 SHIRT, POLO JERSEY KNIT, BIG & TALL 6020EASHIRT, POLO JERSEY W/ POCKET, REGULAR $ 14.35 21-35 6120EASHIRT, POLO JERSEY W/ POCKET, BIG & TALL $ 16.10 21-35 6220EASHIRT, POLO SILK W/POCKET, REGULAR $ 17.30 21-35 6320EASHIRT, POLO SILK W/POCKET, BIG & TALL $ 19.65 21-35 6420EASHIRT, SPORT POLO W/ POCKET, REGULAR $ 14.35 21-35 6520EASHIRT, SPORT POLO W/POCKET, BIG & TALL $ 16.10 21-35 SECTION I - FIRE RETARDANT TOPS Items 108-115: EMBROIDERED LEFT CHEST FR THREAD WITH DME TWO COLOR LOGO $ 99.40 21-35 10850EASWEATSHIRT, PULLOVER FR, REGULAR $ 117.35 21-35 10915EASWEATSHIRT, PULLOVER FR, BIG AND TALL $ 112.80 21-35 11050EASWEATSHIRT, HOOD ZIP FR, REGULAR $ 133.45 21-35 11115EASWEATSHIRT, HOOD ZIP FR, BIG AND TALL $ 96.35 21-35 11240EAVEST, MOCK NECK, FR, REGULAR $ 113.70 21-35 11315EAVEST, MOCK NECK, FR, BIG AND TALL $ 61.75 14-21 114250EASHIRT, FR PREMIUM LONG SLEEVE, REGULAR SHIRT, FR PREMIUM LONG SLEEVE, BIG AND $ 72.90 14-21 115150EA TALL Items 116-117: EMBROIDERED LEFT CHEST FR THREAD EA $ 51.10 21-35 11620SHIRT, DENIM FR LONG SLEEVE, REGULAR EA $ 60.20 21-35 11720SHIRT, DENIM FR LONG SLEEVE, BIG & TALL DocuSign Envelope ID: FB1FCC04-2A4B-494C-A4FA-1D1C308DA8E6 EXHIBIT 5 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 relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filingauthority not later than the 7business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B.Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entityDate EXHIBIT 5 Certificate Of Completion Envelope Id: FB1FCC042A4B494CA4FA1D1C308DA8E6Status: Sent Subject: City Council Docusign Item - 6142- Tyndale Enterprise Inc. (Sections E - LINES (38-65)) Source Envelope: Document Pages: 28Signatures: 3Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabledjody.word@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 12/2/2016 2:42:09 PM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 12/2/2016 2:50:19 PM Completed jody.word@cityofdenton.comViewed: 12/2/2016 2:50:38 PM BuyerSigned: 12/2/2016 2:52:27 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Barbara FitzgeorgeSent: 12/2/2016 2:52:29 PM bfitzgeorge@tyndaleusa.comResent: 12/6/2016 12:57:54 PM Tyndale IncResent: 12/7/2016 2:58:12 PM Security Level: Email, Account Authentication Resent: 12/8/2016 8:05:45 AM Using IP Address: 72.92.83.99 (Optional) Viewed: 12/7/2016 8:45:20 AM Signed: 12/8/2016 12:13:43 PM Electronic Record and Signature Disclosure: Accepted: 12/7/2016 8:45:20 AM ID: fd3dd25d-b852-4be8-a314-51a6bbc6ef66 John KnightSent: 12/8/2016 12:13:47 PM john.knight@cityofdenton.comViewed: 12/8/2016 12:19:51 PM Deputy City AttorneySigned: 12/8/2016 12:20:05 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 12/8/2016 12:20:07 PM julia.winkley@cityofdenton.comViewed: 12/8/2016 12:21:45 PM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Howard Martin howard.martin@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 5 Signer EventsSignatureTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: StatusTimestamp StatusTimestamp StatusTimestamp StatusTimestamp Julia WinkleySent: 12/8/2016 12:13:45 PM julia.winkley@cityofdenton.comViewed: 12/8/2016 12:15:42 PM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 12/8/2016 12:13:46 PM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) 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) EXHIBIT 5 StatusTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Laura Hermosillo Laura.Hermosillo@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Timestamp StatusTimestamps Envelope SentHashed/Encrypted12/8/2016 12:20:07 PM EXHIBIT 5 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND GROGGY DOG SPORTSWEAR & GRAPHICS (RFP # 6142) THIS CONTRACT is made and entered into this date _______________________, by and between Groggy Dog Sportswear & Graphics, a corporation, whose address is 4017 Mesa Drive, Denton, TX 76207, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the CityÓs RFP #6142 Î Work Wear for Distribution Center, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a)Special Terms and Conditions(Exhibit ÐAÑ); (b)City of DentonÓs RFP #6142 (Exhibit ÐBÑ on file at the office of the Purchasing Agent); (c)City of Denton Standard Terms and Conditions (Exhibit Ð C Ñ); (d)Certificate of Interested Parties Electronic Filing (Exhibit ÐDÑ); (e)SupplierÓs Proposal. (Exhibit "E"); (f)Form CIQ Î Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as ÐContract Documents.Ñ RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: ________________________________ AUTHORIZED SIGNATURE Date: ___________________________ Name: __________________________ Title:___________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _____________________________ HOWARD MARTIN INTERIM CITY MANAGER BY: __________________________________ Date: ________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 Exhibit A Special Terms and Conditions The Quantities indicated on Exhibit E are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returne d at the supplierÓs expense. Products that have been installed will be replaced at the supplierÓs expense. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be autho rized to sell to the City of Denton, and make available the manufacturerÓs representative as needed by the City. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 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 manufacturerÓs price list. The price adjustment will be determined quarterly 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 responsibility 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 participate in the escalation/de-escalation clause. Total Contract Amount The contract total shall not exceed $187,500. Pricing shall be per Exhibit E attached. RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of DentonÓs 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 CityÓs Procurement Department and the Supplier. No Terms and Conditions contained in the sellerÓs proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the CityÓs premises or on public rights-of-way. 1.CONTRACTORÓS OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the ContractorÓs Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2.EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3.CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the CityÓs name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4.SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5.TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6.DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise st ated in the Offer, the ContractorÓs price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7.RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the ContractorÓs, or the ContractorÓs SubcontractorÓs, facilities, or the deliverables at the ContractorÓs, or the ContractorÓs SubcontractorÓs, premises, the Contractor shal l furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8.NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9.PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the CityÓs service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the ContractorÓs obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the CityÓs faci lities. 10.WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (ÐIIRIRA) enacted on September 30, 1996. 11.COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Co ntractor, itÓs Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the ContractorÓs obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12.INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the DepartmentÓs Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The ContractorÓs name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the inf ormation in the VendorÓs registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the ContractorÓs invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13.PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the CityÓs receipt of the deliverables o r of the invoice being received RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the CityÓs agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the ContractorÓs 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 electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The CityÓs payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14.TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15.FINAL PAYMENT AND CLOSE-OUT: RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the ContractorÓs continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising un der the CityÓs right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16.SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17.RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the CityÓs sole discretion, grounds for termination thereof. Each of the terms ÐbooksÑ, ÐrecordsÑ, ÐdocumentsÑ and Ðother evidenceÑ, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18.SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the ContractorÓs Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19.WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20.WARRANTY Î TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21.WARRANTY Î DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the CityÓs option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the CityÓs 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 manufacturerÓs warranty, the Contractor shall transfer and assign such manufacturerÓs warranty to the City. If for any reason the manufacturerÓs warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturerÓs warranty for the benefit of the City. 22.WARRANTY Î SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice s hall not impair the CityÓs rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23.ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the CityÓs evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24.RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other partyÓs intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25.STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26.DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in ContractorÓs Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27.TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence su fficient to prove to the CityÓs reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incu rred by the City as a result of the ContractorÓs default, including, without limitation, cost of cover, reasonable attorneysÓ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the CityÓs vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28.TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar daysÓ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29.FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30.DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31.INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the ContractorÓs subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTORÓS OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32.INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverageÓs and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The ContractorÓs and all subcontractorsÓ 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 workersÓ compensation coverage written by the Texas WorkersÓ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The ÐotherÑ 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. RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 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. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar daysÓ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverageÓs indicated within the Contract. xiv. The insurance coverageÓs specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33.CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the ContractorÓs ability to perform thereunde r, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34.NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the ContractorÓs Offer, or at such other address as a party may notify the other in writi ng. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35.RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36.NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the CityÓs exercise anywhere in the world of the r ights associated with the CityÓsÓ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the ContractorÓs breach of any of ContractorÓs representations or warrant ies stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the CityÓs behalf. Further, Contractor agrees that the CityÓs specific ations regarding the deliverables shall in no way diminish ContractorÓs warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37.CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the CityÓs and/or its licensorsÓ 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, ÐConfidential InformationÑ). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38.OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 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 deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the CityÓs sole or joint ownership of any such deliverables arising by virtue of the CityÓs sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deli verables. The ContractorÓs obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39.PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40.ADVERTISING: The Contractor shall not advertise or publish, without the CityÓs prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41.NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42.GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 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 this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the CityÓs Conflict of Interest Questionnaire. 44.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The ContractorÓs services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, workerÓs compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45.ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46.WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47.MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48.INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49.DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediatorÓs fees equally and the parties will bear their ow n costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50.JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51.INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52.HOLIDAYS:The following holidays are observed by the City: RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 New YearÓs Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New YearÓs Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53.SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54.NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55.EQUAL OPPORTUNITY A.Equal Employment Opportunity: No Offeror, or OfferorÓs 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: N o Offeror, or OfferorÓs 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 Î i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59.PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W-2's to common law employees. RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 Respondent is responsible for both federal and State unemployment insurance coverage and standard WorkersÓ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either PartyÓs exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. CityÓs standard terms and conditions 4. Purchase order 5. Supplier terms and conditions RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1.Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2.Register utilizing the tutorial provided by the State 3.Print a copy of the completed Form 1295 4.Enter the Certificate Number on page 2 of this contract. 5.Sign and notarize the Form 1295 6.Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Î Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commiss ionÓs website within seven business days. RFP 6142 DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D Exhibit E EXHIBIT 6 RFP 6142 - Work Wear for City of Denton Distribution Groggy Dog Sportswear & Graphic Design Respondent's Business Name: Principal Place of Business (City & State): Denton,Tx SECTION E- TOPS, - ordered on as need basis Items 66-81: SCREENPRINTED WITH COD LOGO ON LEFT CHEST 6650EAT-SHIRT, SHORT SLEEVE, W/ POCKET, REGULAR $ 8.00 10 DAYS 67200EAT-SHIRT, SHORT SLEEVE, W/POCKET, BIG & TALL $ 10.00 10 DAYS 6850EAT-SHIRT, SHORT SLEEVE, W/ POCKET, REGULAR $ 10.00 10 DAYS 69300EAT-SHIRT, SHORT SLEEVE, W/POCKET, BIG & TALL $ 11.00 10 DAYS 70100EAT-SHIRT, SHORT SLEEVE, W/ POCKET, REGULAR $ 9.00 10 DAYS 7150EAT-SHIRT, SHORT SLEEVE, W/POCKET, BIG & TALL $ 14.38 10 DAYS 72300EAT-SHIRT, SHORT SLEEVE, W/ POCKET, REGULAR $ 9.50 10 DAYS 7350EAT-SHIRT, SHORT SLEEVE, W/POCKET, BIG & TALL $ 12.50 10 DAYS 7450EAT-SHIRT, SHORT SLEEVE, REGULAR $ 10.80 10 DAYS 7550EAT-SHIRT, SHORT SLEEVE, BIG & TALL $ 13.80 10 DAYS 7650EAT-SHIRT, LONG SLEEVE, W/ POCKET, REGULAR $ 12.30 10 DAYS 7750EAT-SHIRT, LONG SLEEVE, W/POCKET, BIG & TALL $ 15.30 10 DAYS 7850EAT-SHIRT, LONG SLEEVE, W/ POCKET, REGULAR $ 12.50 10 DAYS 7950EAT-SHIRT, LONG SLEEVE, W/POCKET, BIG & TALL $ 14.20 10 DAYS 8050EAT-SHIRT, LONG SLEEVE, W/ POCKET, REGULAR $ 12.50 10 DAYS 81300EAT-SHIRT, LONG SLEEVE, W/POCKET, BIG & TALL $ 13.00 10 DAYS Items 82-85: SCREENPRINTED WITH DME LOGO ON BACK OF SHIRT 82200EA $ 12.65 10 DAYS T-SHIRT, SHORT SLEEVE DME, REGULAR 83100EA $ 11.85 10 DAYS T-SHIRT SHORT SLEEVE DME, BIG & TALL 84200EA $ 12.30 10 DAYS T-SHIRT, LONG SLEEVE, DME, REGULAR 85100EA $ 14.50 10 DAYS T-SHIRT, LONG SLEEVE DME, BIG & TALL DocuSign Envelope ID: 31EDBDA2-FD8D-4DCF-8FCE-75A5DD99CE6D EXHIBIT 6 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 relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filingauthority not later than the 7business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B.Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entityDate EXHIBIT 6 Certificate Of Completion Envelope Id: 31EDBDA2FD8D4DCF8FCE75A5DD99CE6DStatus: Sent Subject: City Council Docusign Item - 6142 Groggy Dog Sportswear & Graphic Design - (Section E - Lines 66-85) Source Envelope: Document Pages: 27Signatures: 2Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabledjody.word@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 12/2/2016 2:35:49 PM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 12/2/2016 2:40:33 PM Completed jody.word@cityofdenton.comViewed: 12/2/2016 2:40:45 PM BuyerSigned: 12/2/2016 2:41:57 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Mary Ann ChambersSent: 12/2/2016 2:41:59 PM mchambers@groggydogonline.comViewed: 12/5/2016 6:41:02 AM COOSigned: 12/5/2016 6:45:42 AM Groggy Dog Sportswear Using IP Address: 47.186.206.116 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 12/5/2016 6:41:02 AM ID: 257c702e-75cb-4593-a776-179127fd3c01 John KnightSent: 12/5/2016 6:45:44 AM john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Howard Martin howard.martin@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: EXHIBIT 6 Signer EventsSignatureTimestamp Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Julia WinkleySent: 12/5/2016 6:45:43 AM julia.winkley@cityofdenton.comViewed: 12/5/2016 6:49:31 AM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 12/5/2016 6:45:44 AM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) 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) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: EXHIBIT 6 Carbon Copy EventsStatusTimestamp Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Laura Hermosillo Laura.Hermosillo@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Timestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted12/5/2016 6:45:44 AM EXHIBIT 6 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1528,Version:1 Agenda Information Sheet DEPARTMENT:Engineering Services CM/ ACM:Jon Fortune Date:December 13, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDenton,Texas,authorizingtheCityManager,orhisdesignee, toexecuteanAgreement,asattachedtotheordinanceandmadeapartthereofasExhibit“A”,byandbetween theUpperTrinityRiverWaterManagementDistrict(the“District”)andtheCityofDenton(the“City”), regardingauthorizingtheDistricttoacquirecertainutilityeasementsthrougheminentdomainforrelocationof DistrictandCityutilitiesasrequiredbytheTexasDepartmentofTransportation’s(TxDOT’s)roadway wideningimprovementstoFM2181(TeasleyLane),betweenFM2499andLillianMillerParkwayandwithin theCityofDenton;sharinguseofcertainCityandDistrictutilityeasements;andauthorizingtheCityManager, or his designee, to execute and deliver any and all other documents required to implement the Agreement. BACKGROUND TheFM2181(TeasleyLane)roadwideningprojectrequirestheCityofDentontorelocateseveralexisting waterandwastewaterutilitylineswhichareinconflictwiththeproposedroadwayimprovements.Inmost cases,theCityhasacquiredorisintheprocessofacquiringeasementstoaccommodatetheserelocatedlines. However,inasectionoftheprojectsouthofHickoryCreekRoadandnorthofMontecitoDrive,theavailable areaforrelocationishighlycongestedwiththeutilitiesofotherentitiesalreadyinexistingeasements.Asa result,theCitycannotrelocateitslarge30”diameterwastewaterforcemainwithoutacquiringeasementsthat wouldseverelydisruptbusinesseswhichhavedevelopedoverthelast10yearsinthiscorridor.TheUpper TrinityWaterDistrictfacesasimilarissueinthesamearearegardingtherelocationofitsexisting18” transmissionwaterline.TheDistrictiseffectivelyblockedbyaCityofDentonpublicutilityeasementnear Lighthouse Drive from being able to relocate their water line outside of the FM 2181 right-of-way. DiscussionsbetweenCityStaffandtheDistrictregardingthecongestioninthisareaproducedasolutionwhich wouldlimittheimpacttoexistingbusinesseswhilealsoprovidingeasementrightsforbothentities.The proposalistosharenewandexistingeasementsinthisareabetweentheCityandtheDistrict.Sharingofthe easementswillreducethephysicaldisruptiontotheexistingbusinesseswhileprovidingprotectedspaceforthe relocatedlinestobeinstalled.Aninter-localagreement(Agreement)hasbeendevelopedwhichpermitsthe shareduseofeasementsasdescribedbytheexhibitsattachedtotheAgreement.Additionally,theAgreement authorizestheDistricttoemployeminentdomainwithintheCityofDentontoobtaintheneweasementsit needsforitsrelocatedwatertransmissionline,ifrequired.ThereisnocostparticipationbytheCityin obtainingthenewDistricteasements.Finally,theAgreementreducesthenumberofpropertyownerstheCityis City of DentonPage 1 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1528,Version:1 requiredtoapproachforadditionalpropertyrights,resultinginreducedstaffandconsultantcostsforthe project. OPTIONS 1.ApprovetheOrdinanceauthorizingexecutionoftheAgreementtoallowtheDistricttoobtain easementsbyeminentdomainwithintheCitylimits(ifrequired)andforsharingofeasementsbetween the City and the District at the locations indicated in the Agreement. 2.RejecttheOrdinanceauthorizingexecutionoftheAgreement.RejectionwillrequiretheCitytoacquire twoadditionaleasementsoncommercialpropertyonthewestsideofFM2181infrontofanexisting AutoZone and McDonald’s. RECOMMENDATION RecommendapprovaloftheOrdinanceauthorizingexecutionoftheAgreement.TheAgreementwillreduce project costs and eliminate potential delays caused by having to pursue additional easements. ESTIMATED SCHEDULE OF PROJECT August 2017 through August 2019 PRIOR ACTION/REVIEW (Council, Boards, Commissions) PUB Review December 12, 2016 FISCAL INFORMATION TheAgreementrequiresnocostparticipationbytheCity.FundingfortheoverallFM2181UtilityRelocation projectisprovidedbyexistingwaterandwastewaterbondfunds.Thewaterprojectfundnumberis630081523. The wastewater project fund number is 640052545. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Public Infrastructure Related Goal:1.6 Collaborate with local, regional, state, and federal partners EXHIBITS 1.Location Map for Agreement Area 2.Ordinance and Inter-local Agreement between Upper Trinity Water District and City of Denton Respectfully submitted: City of DentonPage 2 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1528,Version:1 John T. Davis, P.E. Director of Engineering Services Prepared by: James Wilder, P.E. Senior Engineer City of DentonPage 3 of 3Printed on 12/9/2016 powered by Legistar© ORDINANCE NO. 2016- ___ AN ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE AN AGREEMENT, AS ATTACHED AND MADE A PART HEREOF AS EXHIBIT “A”, BY AND BETWEEN THE UPPER TRINITY RIVER WATER DISTRICT (THE “DISTRICT”) AND THE CITY OF DENTON (THE “CITY”), AUTHORIZING THE DISTRICT TO ACQUIRE CERTAIN UTILITY EASEMENTS THROUGH EMINENT DOMAIN FOR RELOCATION OF DISTRICT AND CITY UTILITIES AS REQUIRED BY THE TEXAS DEPARTMENT OF TRANSPORTATION’S (TXDOT’S) ROADWAY WIDENING IMPROVEMENTS TO FM 2181 (TEASLEY LANE), BETWEEN FM 2499 AND LILLIAN MILLER PARKWAY AND WITHIN THE CITY OF DENTON; SHARING USE OF CERTAIN CITY AND DISTRICT UTILITY EASEMENTS; AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE AND DELIVER ANY AND ALL OTHER DOCUMENTS REQUIRED TO IMPLEMENT THE AGREEMENT. WHEREAS, the Texas Department of Transportation (TxDOT) plans to widen and otherwise improve FM 2181 (Teasley Lane), between FM 2499 and Lillian Miller Parkway; WHEREAS, TxDOT’s roadway improvements require certain City and District utilities to be relocated to accommodate the planned improvements; WHEREAS, the District needs to acquire additional easements to affect its utility relocation and may need to employ eminent domain, which requires approval by the City; and WHEREAS, it is mutually beneficial for the City and District to cooperate and utilize easements owned or to be acquired by the other; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is authorized: (a) to execute on behalf of the City (i) the Agreement between the City and District, substantially in the form attached as Exhibit "A", and (ii) to execute and deliver any and all other documents required to implement the Agreement. SECTION 2. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: ________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: ________________________________ EXHIBIT "A" INTERLOCAL AGREEMENT BETWEEN CITY OF DENTON AND UPPER TRINITY REGIONAL WATER DISTRICT CONCERNING JOINT USE OF EASEMENTS AND INSTALLATION OF CERTAIN FACILITIES THE STATE OF TEXAS § § COUNTY OF DENTON § ThisINTERLOCAL AGREEMENT FOR JOINT USE OF EASEMENTS ANDINSTALLATION OF CERTAIN FACILITIES (the “Agreement”) is made and entered into as of the ____ day of ____________ 2016, by and between the CITY OF DENTON (“Denton”), a municipal corporation of the State of Texas, and the UPPER TRINITY REGIONAL WATER DISTRICT (“District”), a conservation and reclamation district created pursuant to Article XVI, Section 59 of the Constitution of the State of Texas. WITNESSETH: WHEREAS, Denton is a duly incorporated city of the State of Texas operating under Constitution and laws of the State of Texas; and WHEREAS, the District was created by the Texas Legislature to provide water, wastewater, and solid waste services to cities and water utilities in the Denton County area; and WHEREAS, Denton is a Member of the District and is participating with the District in joint projects for water treatment and transmission services; and WHEREAS, the Texas Department of Transportation (“TxDOT”) is planning to widen a portion of FM 2181 generally from Blue Bonnett to Teasley Lane (herein the “TxDOT Project”), WHEREAS, within the area of the TxDOT Project,the District previously installed and currently operates a 20-inch water transmission pipeline as part of its Regional Treated Water System for service to its Members and Customers; and WHEREAS, in preparation for the TxDOT Project, the District is planning to relocate a portion of the its water transmission pipeline and associated appurtenances that are parallel to and crossing FM 2181 in Denton, which relocation is more particularly described in Exhibit A attached hereto (herein the “Project”); and WHEREAS, Denton also plans to relocate and install certain water and wastewater pipelines and associated appurtenances in preparation for the TxDOT Project; and WHEREAS, Denton has an existing public utility easement along a portion of FM 2181 from south of Lighthouse Drive to Hickory Creek Road for its retail water distribution and wastewater collection systems and associated appurtenances (herein “Denton Easement”); and WHEREAS, it will be necessary for the District to acquire certain easements for the Project, generally from north of Lighthouse Drive to south of Hickory Creek Road (herein “District Easement”): and WHEREAS, the District and Denton desire to enter into a reciprocal agreement to allow joint use of the Denton Easement and District Easement by either party on reasonable terms as provided in this Agreement; and WHEREAS, the District and Denton are authorized to enter into the Agreement pursuant to the District’s enabling statute, H.B.3112 (1989 regular session of the Texas Legislature and as amended) and the Texas Government Code, Chapter 791 (the “Interlocal Cooperation Act”), and other applicable laws; and NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the District and Denton agree as follows: Section 1.0 Preamble. The parties agree and represent that all of the matters stated in the preamble of this Agreement are true and correct and are hereby incorporated into the body of this Agreement as if fully set forth in their entirety herein. Section 2.0 Use of Denton Easement by District. The District is proceeding with the design and construction of the Project in anticipation of the TxDOT Project. To minimize the impact to the existing TxDOT Right-of-Way or to businesses and residents along FM 2181, Denton hereby grants to District the right to use a portion of the Denton Easement for the Project. The District may utilize a portion of said easement on the south side of Lighthouse Drive and on the west side of FM 2181, as generally described in Exhibit B. A. District is authorized to construct, operate, maintain and replace a water transmission pipeline, fiber optic cable and other associated appurtenances in the area described in Exhibit B. If fiber optic is installed, it will be installed to one side of the same trench that the pipe is installed in. For that portion of the Project to be constructed within the Denton Easement, the District agrees to submit the final plans and specifications to Denton for review and approval, which approval shall not be unreasonably withheld or delayed. District, its employees and contractors shall have access to the Denton Easement and adjacent public easements and rights-of-way to carry out the purposes authorized herein. B. Denton owns and operates one or more water and wastewater pipelines in the Denton Easement. Denton agrees to use its best efforts to protect District’s facilities in Denton’s Easement to avoid damage to or interruption of service by District. If any facilities of District are damaged by Denton, its employees, contractors or assigns, Denton shall be responsible for all costs for repair or replacement to restore said facilities to original condition. District’s use of said easement is subject to senior rights of Denton; and, District shall use its best efforts to protect the facilities of Denton, to avoid damage or interruption of service. If any facilities of Denton are damaged by District, its employees, contractors or assigns, District shall be responsible for repair or replacement to restore said facilities to original condition. District shall restore the easement to a condition as good as or better than original condition. District agrees to provide all plans for the Project to Denton and any future improvements within the Denton Easement for review and approval prior to the start of any construction. C. District’s right to use the Denton Easement as specified herein is agreed by the parties to be a continuing right. However, if District ceases to use said easement for purposes herein authorized as evidenced by a written resolution of the District’s Board of Directors, the District’s rights as granted herein shall terminate, and the full right of control and use shall revert to Denton. If such termination occurs, upon request by Denton to the District, the District agrees to issue a notice of abandonment approved by Denton suitable for recordation in the real property records of Denton County, Texas. Section 3.0 Use of District Easements by Denton. As part of the Project, the District will use its best efforts to acquire certain District Easements to relocate its existing water transmission pipeline, as generally described in Exhibit A attached hereto. Except as provided herein, District shall have exclusive, dominant and superior rights in said easements that the District acquires. A. Denton hereby authorizes and approves the District’s right to exercise its power of eminent domain within Denton city limits to acquire the necessary District Easements for the Project, generally as described in Exhibit A hereto. B. To minimize the impacts to the existing TxDOT Right-of-Way, businesses and residents along FM 2181, District hereby grants to Denton the right to use a portion of the District Easement generally on the north of Lighthouse Dr., on the west side of FM 2181 and north of the overhead power transmission line crossing (south of Hickory Creek Rd.), as provided in Exhibit C. Denton plans to install a wastewater forcemain within the District Easement from Lighthouse Dr. to south of the overhead power transmission line and its crossing of FM 2181 to the northeast. For that portion of the forcemain to be constructed within the District Easement, Denton agrees to submit the final plans and specifications to District for review and approval, which approval shall not be unreasonably withheld or delayed. C. Denton is authorized to construct, operate, maintain and replace a wastewater forcemain and associated appurtenances within the area described in Exhibit C. Denton, its employees and contractors shall have access to the District Easement to carry out the purposes authorized herein, including construction. D. District will own and operate one or more water pipelines and fiber optic lines in the District Easement. Denton agrees to use its best efforts to protect the District’s facilities, and to avoid damage or interruption of service. If any facilities of District are damaged by Denton, its employees, contractors or assigns, Denton shall be responsible for repair or replacement to restore said facilities to original condition. Denton’s use of District Easements is subject to senior rights of District. Further, District shall use its best efforts to protect the facilities of Denton, to avoid damage or interruption of service. If any facilities of Denton are damaged by District, its employees, contractors or assigns, District shall be responsible for repair or replacement to restore said facilities to original condition. The party which disturbs the easement condition as a result of construction shall restore the easements to a condition as good as or better than original condition. Denton shall provide all plans for proposed facilities within the shared easement to District for review and approval prior to the start of any construction. E. Denton’s right to use the District Easement as specified herein is agreed by the parties to be a continuing right. However, if Denton ceases to use the easement for purposes herein authorized as evidenced by a written resolution of the Denton City Council, Denton’s rights as granted herein shall terminate, and the full right of control and use shall revert to District. If such termination occurs, upon request by the District to Denton, Denton agrees to issue a notice of abandonment approved by the District suitable for recordation in the real property records of Denton County, Texas. Section 4.0 Force Majeure. If by force majeure any party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement, then if such party shall give notice and full particulars of such force majeure in writing to the other parties within reasonable time after occurrence of the event or cause relied on, the obligation of the party giving such notice, so far as it is affected by such force majeure, shall be suspended during the continuance of the inability then claimed, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term “Force Majeure” as employed herein shall mean acts of God, strikes, lockouts or other industrial disturbances, acts of public enemy, orders of any kind of the Government of the united States or the State of Texas, or any Civil or military authority, insurrection, riots, epidemics, landslides, lightning, earthquake, fire, hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines or canals, partial or entire failure of electric power supply, or on account of any other causes not reasonably within the control of the party claiming such inability. Section 5.0 Term of Agreement. This Agreement shall be effective on and from the date first above written, and shall continue in force and effect for such period of time that pipelines and other facilities are installed hereunder remain in use. This Agreement constitutes the sole agreement between the parties hereto with respect to the use of said easements. Further, this Agreement may be supplemented by the parties as reasonably necessary to carry out the intent of the Agreement. Section 6.0 Address and Notice. Unless otherwise provided herein, any notice, communication, request, reply or advice (herein severally and collectively, for convenience, called “Notice”) herein provided or permitted to be given, made or accepted by any party to any other party must be in writing and may be given or be served by depositing the same in the United States mail postpaid and registered or certified and addressed to the party notified, with return receipt requested, or by delivering the same to an officer of such party, or by prepaid telegram when appropriate, addressed to the party to be notified. Notice deposited in the mail in the manner hereinabove described shall be conclusively deemed to be effective, unless otherwise stated herein, from and after the expiration of three days after it is so deposited. Notice given in any other manner shall be effective only if and when received by the party to be notified. For the purposes of notice, the addresses of the parties shall, until changed as hereinafter provided, be as follows: If to the District to: Executive Director Upper Trinity Regional Water District P.O. Drawer 305 Lewisville, TX 75067 If to City of Denton to: City Manager City of Denton 215 East McKinney Street Denton, TX 76201 The parties hereto shall have the right from time to time and at any time to change their respective addresses and each shall have the right to specify as its address any other address by at least fifteen (15) days’ written notice to the other parties hereto. Section 7.0 State or Federal Laws, Rules, Orders or Regulations. This Agreement is subject to all applicable Federal and state laws and any applicable permits, ordinances, rules, orders and regulation of any local, state or federal governmental authority having or asserting jurisdiction, but nothing contained herein shall be construed as a waiver of any right to question or contest any such law, ordinance, order, rule or regulation in any forum having jurisdiction. Section 8.0 Term of Use. The parties hereto specifically agree that in case any one or more of the sections, subsections, provisions, clauses or words of this Agreement or the application of such sections, subsections, provisions, clauses or words to any situation or circumstance should be, or should be held to be, for any reason, invalid or unconstitutional, under the laws or constitutions of the State or the United States of America, or in contravention of any such laws or constitutions, such invalidity, unconstitutionality or contravention shall not affect any other sections, subsections, provisions, clauses or words of this Agreement or the application of such sections, subsections, provisions, clauses or words to any other situation or circumstance, and it is intended that this Agreement shall be severable and shall be construed and applied as if any such invalid or unconstitutional section, subsection, provision, clause or word had not been included herein, and the rights and obligations of the parties hereto shall be construed and remain in force accordingly. Section 9.0 Venue. All amounts due under this Agreement shall be paid and be due in Denton County, Texas, which is the county in which the principal administrative offices of Denton and of the District are located. It is specifically agreed among the parties to this Agreement that Denton County, Texas, is the place of performance of this Agreement or any provision hereto, the same be brought in Denton County, Texas. IN WITNESS WHEREOF, the parties hereto acting under authority of their respective governing bodies have caused the Agreement to be duly executed in several counterparts, each of which shall constitute an original, all as of the day and year last above written, which is the Effective Date of this Agreement. UPPER TRINITY REGIONAL WATER DISTRICT By: _________________________________________ Lance Vanzant, President, Board of Directors ATTEST: ______________________________________ Ramiro Lopez, Secretary, Board of Directors (District Seal) APPROVED AS TO FORM: ______________________________________ John F. Boyle, Jr., General Counsel for the District CITY OF DENTON By: _________________________________________ Chris Watts, Mayor, City of Denton ATTEST: ____________________________________ Jennifer Walters, City Secretary APPROVED AS TO FORM: ____________________________________ Anita Burgess, City Attorney EXHIBIT A (A1-A4) EXHIBIT B (B1-B2) EXHIBIT C (C1-C2) City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1532,Version:1 Agenda Information Sheet DEPARTMENT:Fire CM/ ACM:John Cabrales Date:December 13, 2016 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas approving and authorizing the City Manager to execute an Interlocal Cooperation Agreement between the City of Denton and Denton County for Ambulance Services and declaring an effective date. BACKGROUND TheinterlocalagreementforambulanceservicebetweentheCityofDentonandDentonCountybeganin1980 andprovidesforemergencymedicalservicetoDentonCountywithinadesignatedservicearea.Thisservice areacoversaportionoftheunincorporatedareawithinDentonCounty.Eachyearanewagreementand ordinanceispresentedtotheDentonCityCouncilforthenextfiscalyearapprovingthefeetheCountywillpay totheCityofDentonforserviceusingaCounty-widefundingformulabasedonpopulation,numberof ambulance calls in the designated service area, and the rural square miles being served in the County. ThepopulationandmileagefiguresusedarebasedonnumbersobtainedfromtheNorthCentralTexasCouncil ofGovernments.ThisongoinginterlocalagreementisoftendelayedintheCounty'slegalapprovalprocess, whichalsoincludesreviewbytheDentonCountyFireChiefsAssociationaswellasapprovalbythe CommissionersCourtaspartoftheirbudgetprocess.AftertheCityofDentonsignstheagreement,theCounty Commissionerstakeofficialaction.Eventhoughthecontractisapprovedafteritsstartingdate,theagreement becomes effective October 1, 2016. Thetotalestimatedfeeof$122,160.00(amountroundedtothenearestdollar)istheCityofDenton'ssharefor Fiscal Year 2016 / 2017 based on the following estimated ratios: 1.Afixedreadinesssumbasedon$0.4815percapitaatapopulationestimateof125,980;saidsum computes to $60,655.09. 2.Afixedsumof$250.9870perambulancerunforanestimatedmaximumamountof$49,695.43.This sum is based upon 198 runs made in the County areas for fiscal year 2015. 3.Afixedsumof$685.3863perruralsquaremilesbasedon17.23ruralmilesintheagreedoperating territory for an estimated maximum amount of $11,809.21. City of DentonPage 1 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1532,Version:1 Denton County Ambulance Funding - 2013 to 2017 20132014201520162017 READINESSPOPULATION: County Funding Formula Rate0.50850.50460.50460.5009.4815 Readiness Funding to Denton$60,318.16$59,857.35$59,857.35$60,243.68$60,655.09 EMS AMBULANCE RUNS: Denton Runs to County175188164164198 County Funding Formula Rate$240.8809$249.3075$248.9627$247.4293$250.9870 Runs Funding to Denton$42,154.16$46,869.81$40,829.88$40,578.41$49,695.43 RURAL SQUARE MILES: Denton’s Covered Square Miles20.3219.7518.7418.8817.23 Rural Sq. Miles Funding$13,714.33$12,805.64$12,889.95$13,019.86$11,809.21 Total TOTAL COUNTY$116,187.00$119,533.00$113,577.00$113,841.95$122,160 FUNDING RECOMMENDATION Staff recommends the adoption of the proposed ordinance and agreement. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The previous County Ambulance funding contract was approved by the City Council on February 16, 2016, in Ordinance 2016-199. FISCAL INFORMATION Incremental increases and decreases from year to year are due to fluctuations in population, number of calls for service, and rural square miles. Changes in the funding formula also impacts the total allocated funding. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand City of DentonPage 2 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1532,Version:1 EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Safe, Liveable & Family-Friendly Community Related Goal:4.1 Enhance public safety in the community EXHIBITS Exhibit 1 County Funding Formula - Ambulance Exhibit 2 Ordinance - Ambulance Respectfully submitted: Robin Paulsgrove Fire Chief Prepared by: Laura Behrens Fire Marshal City of DentonPage 3 of 3Printed on 12/9/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1533,Version:1 Agenda Information Sheet DEPARTMENT:Fire CM/ ACM:John Cabrales Date:December 13, 2016 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas approving and authorizing the City Manager to execute an Interlocal Cooperation Agreement between the City of Denton and Denton County for Fire Protection Services; and declaring an effective date. BACKGROUND TheinterlocalagreementforfireservicebetweentheCityofDentonandDentonCountyprovidesfire protection services by the Denton Fire Department to designated unincorporated areas within the County. This ongoing interlocal agreement is often delayed in the County’s legal approval process, which also includes review by the Denton County Fire Chiefs Association as well as approval by the CommissionersCourtaspartoftheirbudgetprocess.AftertheCityofDentonsignstheagreement,theCounty Commissionerstakesofficialaction.Eventhoughthecontractisapprovedafteritsstartingdate,theagreement becomeseffectiveOctober1,2016.Thetotalappropriationtopayforfireprotectionintheunincorporated CountyareaisdeterminedeachyearbyCommissioners'Court.Asetreimbursementrateperfirecallis determined and funding is allocated to contracted departments providing service. Denton County Fire Protection Funding - 2013 to 2017 20132014201520162017 County Funding$10,000$10,000$10,000$10,000$10,000 Per Fire Call$475$475$500$500$525 Denton Fire Calls5437372238 Fire Call Funding$25,650$17,575$18,500$11,000$19,950 Total Denton Fire$35,650$27,575$28,500$21,000$29,950 Funding RECOMMENDATION City of DentonPage 1 of 2Printed on 12/9/2016 powered by Legistar© File #:ID 16-1533,Version:1 Staff recommends the adoption of the proposed ordinance and agreement. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The previous County fire funding contract was approved by the City Council on February 16, 2016 in Ordinance 2016-200. FISCAL INFORMATION Denton County will pay the City $ 10, 000 upon execution of the proposed agreement and reimbursetheCityforeachfirecallattherateof$525.00percall.Theannualestimateforthereimbursement totheCityofDentonforfirecallsin2016/2017is$19,950.00basedonanestimated38firecallsinthe unincorporatedareaoftheCounty.ThetotalFireProtectioncontractwiththeCountyisestimatedtobe$ 29,950.00whichisanincreasefromlastyear’s$21,000.00contractedamount.Fluctuationsinfunding amounts year to year are due to call volume and the set reimbursement rate. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Safe, Liveable & Family-Friendly Community Related Goal:4.1 Enhance public safety in the community EXHIBITS Exhibit 1 County Funding Formula - Fire Exhibit 2 Ordinance - Fire Respectfully submitted: Robin Paulsgrove Fire Marshal Prepared by: Laura Behrens Fire Marshal City of DentonPage 2 of 2Printed on 12/9/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1542,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:December 13, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDentonauthorizingtheCityManagerorhisdesigneeto executeacontractthroughtheStateofTexasforthepurchaseoftrafficsignalradarvehicle/pedestrian detectionsystemsfortheCityofDentonTrafficDepartmentasawardedbytheStateofTexasContract550- A2;andprovidinganeffectivedate(File5265-awardedtoTwincrestTechnologiesinthethree(3)yearnot-to- exceed amount of $1,200,000). FILE INFORMATION Thisitemisforthepurchaseofthefollowingtrafficsignalhardwareitemsforthesignalizedtraffic intersections listed in Exhibit 1: Wavetronics Forward Fire Radar Detection Systems Wavetronics Stop Bar Radar Detection Systems TheseitemswillbepurchasedthroughTexasSmartBuyCooperativePurchasingProgramContract550-A2.In ordertomaintainproductuniformityandtolimitthereplacementinventory,thesespecificmodelsarerequired aspartoftheCity’strafficsignalspecifications.Allothertrafficsignalradardetectionsystemsarenot compatiblewiththecurrenttrafficsignalsoftwarepackage.TwincrestTechnologiesistheexclusivedistributor inTexasfortheseitemsandtherefore,staffisrecommendingthepurchaseoftheseitemsthroughtheStateof Texas competitively bid Smart Buy program (Exhibit 2). RECOMMENDATION Awardtheexpenditureoffundsforthepurchaseoftrafficsignalradarvehicle/pedestriandetectionsystemsin theunitpricesshownonExhibit3toTwincrestTechnologiesintheannualestimatedamountof$400,000fora three (3) year not to exceed amount of $1,200,000. PRINCIPAL PLACE OF BUSINESS Twincrest Technologies Mansfield, Texas City of DentonPage 1 of 2Printed on 12/9/2016 powered by Legistar© File #:ID 16-1542,Version:1 ESTIMATED SCHEDULE OF PROJECT These items can be delivered and installed within 30-45 days of receipt of an order. FISCAL INFORMATION These items will be funded on an as needed basis through job cost project accounts. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Public Infrastructure Related Goal:2.1 Optimize resources to improve quality of City Roadways EXHIBITS Exhibit 1: List of Signalized Intersections Exhibit 2: Staff Memo Exhibit 3: Unit Price List Exhibit 4: Ordinance Exhibit 5: Contract Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Scott Wilson at 349-8491. City of DentonPage 2 of 2Printed on 12/9/2016 powered by Legistar© EXHIBIT 1 LƓƷĻƩƭĻĭƷźƚƓƭ tƩƚƆĻĭƷĻķ ŅƚƩ ƩğŅŅźĭ {źŭƓğƌ LƓƭƷğƌƌğƷźƚƓΉwĻƦƌğĭĻƒĻƓƷΉwĻƦğźƩ Carroll at Mulberry Mayhill at Colorado Mayhill at Spencer Mayhill at Morse State School at Unicorn Lake State School at FM 2499 University at I-35 University at Bonnie Brae University at Malone University at Fulton University at Alice University at Carroll University at Elm Bell & Sherman Bell & Mingo Bell & Eagle Oak & Fry Oak & Jagoe Teasley & Dallas Elm & Eagle Elm & Oak Elm & Hickory Locust & Oak Locust & Hickory EXHIBIT 2 EXHIBIT 3 Twincrest Technologies State of Texas Contract 550-A2 $4,910.00 WX-SS-225-1AC 1 approach Matrix AC power package $8,690.00 WX-SS-225-2AC 2 approach Matrix AC power package $12,005.00 WX-SS-225-3AC 3 approach Matrix AC power package $15,500.00 WX-SS-225-4AC 4 approach Matrix AC power package $3,780.00 WX-SS-225 SmartSensor Matrix 24.000GHz Intersection Radar Sensor $1,260.00 WX-SS-B01-0003 Matrix Two Sensor Backplate w/ AC $1,860.00 WX-SS-B01-0005 Matrix Four Sensor Backplate w/ AC $175.00 WX-SS-611 Heavy Duty Sensor Mount - 6" - 2 axis aluminum bracket $150.00 WX-SS-710 In Line Terminal strip junction box $3,450.00 WX-SS-105V SmartSensor 10.525GHz Traffic Radar Sensor $4,880.00 WX-SS-126-001 SmartSensor 24 GHz Dual Radar Traffic Sensor w/retrofit connector $3,640.00 WX-SS-200V SmartSensor 10.525GHz Advance Detection System $3,640.00 WX-SS-200-001 SmartSensor 10.525GHz Advance System w/ retrofit connector $4,200.00 WX-SS-200E SmartSensor 10.525GHz Advance Detection System - Extended Range $90.00 WX-SS-WARR-1 SmartSensor 1 year extended warranty $175.00 WX-SS-WARR-2 SmartSensor 2 year extended warranty $265.00 WX-SS-WARR-3 SmartSensor 3 year extended warranty $140.00 WX-SS-704-020 SmartSensor Power and Communication Cable w/ Connector - 20 ' $185.00 WX-SS-704-040 SmartSensor Power and Communication Cable w/ Connector - 40 ' $235.00 WX-SS-704-060 SmartSensor Power and Communication Cable w/ Connector - 60 ' $285.00 WX-SS-704-080 SmartSensor Power and Communication Cable w/ Connector - 80 ' $330.00 WX-SS-704-100 SmartSensor Power and Communication Cable w/ Connector - 100 ' $1.65 WX-SS-705 Matrix/Advance Cable $410.00 WX-CLK-100 16 Channel Contact Closure DIN Rail $370.00 WX-CLK-104 4-Channel Contact Closure DIN Rail $330.00 WX-CLK-112 2 Channel Contact Matrix Closure Rack Card $350.00 WX-CLK-114 4 Channel Contact Matrix Closure Rack Card $240.00 WX-CLK-200 Power/RS232/RS485 Surge $135.00 WX-CLK-201 24 VDC 1 A Power Supply $170.00 WX-CLK-202 24 VDC 2 A Power Supply $475.00 WX-CLK-222 System Surge Protector $470.00 WX-CLK-301 Serial to Ethernet converter $350.00 WX-CLK-304 RS 232 to RS 485 converter $700.00 WX-CLK-400 Serial to 900 MHz converter $825.00 WX-CLK-C10-0107 SS125 Interface Panel - No Click 301 $1,860.00 102-0402 - Detection, System, Vehicle, Matrix Four Sensor Shelf Mount Interface Module, Click 600 $2,540.00 102-0416 - Detection, System, Vehicle, TS-2 SDLC Matrix Four Sensor Shelf Mount Interface Module, Click 650 $1,000.00 TTI-INST-KIT - Detection, System, Vehicle, Install Kit for Wavetronix SmartSensor Detector System to Include Installation Tablet, USB Converter Assembly WX-SS-225-1AC-600 - Detection, System, Vehicle, 1 Approach AC Power Package Includes: 1 Sensor, Wavetronix Smartsensor Part No. WX-SS-225, 1 Bracket, Wavetronix Smartsensor Part No. WX-SS-611, $5,510.00 1 102-0402 Click 600 WX-SS-225-2AC-600 - Detection, System, Vehicle, 2 Approach AC Power Package Includes: 2 Sensor, Wavetronix Smartsensor Part No. WX-SS-225, 2 Bracket, Wavetronix Smartsensor Part No. WX-SS-611, $9,290.00 1 102-0402 Click 600 WX-SS-225-3AC-600 - Detection, System, Vehicle, 3 Approach AC Power Package Includes: 3 Sensor, Wavetronix Smartsensor Part No. WX-SS-225, 3 Bracket, Wavetronix Smartsensor Part No. WX-SS-611, $12,005.00 1 102-0402 Click 600 WX-SS-225-4AC-600 - Detection, System, Vehicle, 4 Approach AC Power Package Includes: 4 Sensor, Wavetronix Smartsensor Part No. WX-SS-225, 4 Bracket, Wavetronix Smartsensor Part No. WX-SS-611, $15,500.00 1 102-0402 Click 600 WX-SS-225-1AC-650 - Detection, System, Vehicle, 1 Approach AC Power Package Includes: 1 Sensor, Wavetronix Smartsensor Part No. WX-SS-225, 1 Bracket, Wavetronix Smartsensor Part No. WX-SS-611, $6,190.00 1 102-0416 Click 650 Page 1 of 4 EXHIBIT 3 Exhibit "E" WX-SS-225-2AC-650 - Detection, System, Vehicle, 2 Approach AC Power Package Includes: 2 Sensor, Wavetronix Smartsensor Part No. WX-SS-225, 2 Bracket, Wavetronix Smartsensor Part No. WX-SS-611, $9,970.00 1 102-0416 Click 650 WX-SS-225-3AC-650 - Detection, System, Vehicle, 3 Approach AC Power Package Includes: 3 Sensor, Wavetronix Smartsensor Part No. WX-SS-225, 3 Bracket, Wavetronix Smartsensor Part No. WX-SS-611, $12,685.00 1 102-0416 Click 650 WX-SS-225-4AC-650 - Detection, System, Vehicle, 4 Approach AC Power Package Includes: 4 Sensor, Wavetronix Smartsensor Part No. WX-SS-225, 4 Bracket, Wavetronix Smartsensor Part No. WX-SS-611, $16,180.00 1 102-0416 Click 650 $120.00 HE-4-Y-SDLC - 4 Ft Double Ended SDLC "Y" Cable $65.00 HE-4-SDLC - 4 Ft Double Ended SDLC Cable $1,620.00 BBS-58 Radio, 5.8 GHz w/Integraged Panel Antenna, PoE Injector, 160' Ethernet Cable $2,155.00 BBS-5824 Radio, 5.8 GHz w/Embedded WiFi & Flat Panel Antenna, PoE Injector, 160' Ethernet Cable $1,620.00 BBS-SA58 Radio, 5.8 GHz, Stand Alone (No Antenna), PoE Injector, 160' Ethernet Cable $2,350.00 BBS-SA5858 Radio, 2-Radio Cluster, 5.8 GHz, Stand Alone (No Antenna), PoE Injector, 160' Ethernet Cable $2,350.00 BBS-SA5824 Radio, 2-Radio Cluster, 5.8/2.4 GHz, Stand Alone (No Antenna), PoE Injector, 160' Ethernet Cable $2,545.00 BBS-AP5858-P 2-Radio Cluster, 5.8 GHz w/Panel Antenna x2, PoE Injector, 160' Ethernet Cable $2,840.00 BBS-AP5858-S 2-Radio Cluster, 5.8 GHz w/Sector Antenna x2, PoE Injector, 160' Ethernet Cable $4,895.00 BBS-AP58 4-Radio Cluster, 5.8 GHz w/Sector Antenna x4, PoE Injector, 160' Ethernet Cable $1,620.00 BBS-49 Radio, 4.9 GHz w/Integraged Panel Antenna, PoE Injector, 160' Ethernet Cable $1,665.00 BBS-SA49 Radio, 4.9 GHz, Stand Alone (No Antenna), PoE Injector, 160' Ethernet Cable $2,445.00 BBS-SA4949 Radio, 2-Radio Cluster, 4.9 GHz, Stand Alone (No Antenna), PoE Injector, 160' Ethernet Cable $2,695.00 BBS-AP4949-P 2-Radio Cluster, 4.9 GHz w/Panel Antenna x2, PoE Injector, 160' Ethernet Cable $2,935.00 BBS-AP4949-S 2-Radio Cluster, 4.9 GHz w/Sector Antenna x2, PoE Injector, 160' Ethernet Cable $5,190.00 BBS-AP49 4-Radio Cluster, 4.9 GHz w/Sector Antenna x4, PoE Injector, 160' Ethernet Cable $1,620.00 BBS-24 Radio, 2.4 GHz w/Integraged Panel Antenna, PoE Injector, 160' Ethernet Cable $1,620.00 BBS-SA24 Radio, 2.4 GHz, Stand Alone (No Antenna), PoE Injector, 160' Ethernet Cable $2,350.00 BBS-SA2424 Radio, 2-Radio Cluster, 2.4 GHz, Stand Alone (No Antenna), PoE Injector, 160' Ethernet Cable $2,545.00 BBS-AP2424-P 2-Radio Cluster, 2.4 GHz w/Panel Antenna x2, PoE Injector, 160' Ethernet Cable $2,840.00 BBS-AP2424-S 2-Radio Cluster, 2.4 GHz w/Sector Antenna x2, PoE Injector, 160' Ethernet Cable $4,895.00 BBS-AP24 4-Radio Cluster, 2.4 GHz w/Sector Antenna x4, PoE Injector, 160' Ethernet Cable $2,625.00 Nitro-58n, 802.11n Radio, 5.8 GHz w/Integrated Dual Polarized Panel Antenna, Embeded GPS, Gigabit PoE Injector, 160' Ethernet Cable $2,525.00 Nitro-SA58n, 802.11n Radio, 5.8 GHz, Stand Alone (No Antenna), Gigabit PoE Injector, 160' Ethernet Cable $2,935.00 Nitro-SA58n58n, 2-Radio Cluster, 802.11n, 5.8 GHz, Stand Alone (No Antenna), Gigabit PoE Injector, 160' Ethernet Cable $1,955.00 Nitro-58 Radio, 5.8 GHz w/Integraged Panel Antenna, Embeded GPS, Gigabit PoE Injector, 160' Ethernet Cable $1,955.00 Nitro-SA58 Radio, 5.8 GHz, Stand Alone (No Antenna), Embeded GPS, Gigabit PoE Injector, 160' Ethernet Cable $2,645.00 Nitro-5824 Radio, 5.8 GHz w/Embedded WiFi & Flat Panel Antenna, Embeded GPS, Gigabit PoE Injector, 160' Ethernet Cable $3,035.00 Nitro-AP58-58-P, 2-Radio Cluster, 5.8 GHz w/Panel Antenna x2, Embeded GPS, Gigabit PoE Injector, 160' Ethernet Cable $3,330.00 Nitro-AP58-58-S, 2-Radio Cluster, 5.8 GHz w/Sector Antenna x2, Embeded GPS, Gigabit PoE Injector, 160' Ethernet Cable $5,485.00 Nitro-AP58, 4-Radio Cluster, 5.8 GHz w/Sector Antenna x4, Embeded GPS, Gigabit PoE Injector, 160' Ethernet Cable $345.00 Nitro-PoE (1-Port) Gigabit POE Injector $255.00 Primus Cable, CAT-5E Direct Burial Cable, 1000' Spool $0.70 Primus Cable, Cat-5E Sheilded RJ-45 Plug $70.00 Hutton Flat Panel Antenna, 4.9 GHz 19 dBi Gain, 5.8 GHz 23dBi Gain $320.00 Hutton Sector Anenna, 16 dBi Gain $80.00 Chapel Hill Clamp Kit w/66" Cable $80.00 Chapel Hill Clamp Kit w/84" Cable $80.00 Chapel Hill Clamp Kit w/120" Cable $35.00 Chapel Hill 1.5" OD Aluminum Pipe, 8' $55.00 Chapel Hill Gusseted Tube w/Vinyl Insert & Cap, 8' Page 2 of 4 EXHIBIT 3 Exhibit "E" $80.00 Chapel Hill, Antenna Mounting Assembly $2,450.00 BAT433 - Bat 433 Card w/Antenna and Cable $2,500.00 MPCFG-SU - Map Configuration (10 or Fewer Units Reporting to Host) $200.00 MPCFG-11+ (Units 11+) Page 3 of 4 EXHIBIT 3 Exhibit "E" State of Texas Contract 962-M3 Pricing Page 4 of 4 EXHIBIT 4 ORDINANCE NO. _______ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT THROUGH THE STATE OF TEXAS FOR THE PURCHASE OF TRAFFIC SIGNAL RADAR VEHICLE/PEDESTRIAN DETECTION SYSTEMS FOR THE CITY OF DENTON TRAFFIC DEPARTMENT AS AWARDED BY THE STATE OF TEXAS CONTRACT 550-A2; AND PROVIDING AN EFFECTIVE DATE (FILE 5265- AWARDED TO TWINCREST TECHNOLOGIES IN THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $1,200,000). WHEREAS, pursuant to Resolution 92-019, the State of Texas has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the City through the State of Texas Procurement programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the numbered items in the following numbered purchase order for materials, equipment, supplies, or services, shown in the File Number listed hereon, and on file in the office of the Purchasing Agent, are hereby approved: FILE NUMBER VENDOR AMOUNT 5265 Twincrest Technologies $1,200,000 SECTION 2. That by the acceptance and approval of the above numbered items set forth in the attached purchase orders, the City accepts the offer of the persons submitting the bids to the Building and Procurement Commission for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the Building and Procurement Commission, and the purchase orders issued by the City. EXHIBIT 4 SECTION 3. That should the City and persons submitting approved and accepted items set forth in the attached purchase orders wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the State of Texas, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the State of Texas, quantities and specified sums contained in the City's purchase orders, and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5265 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. That this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this ___________day of ______________, 2016. ______________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY:___________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ EXHIBIT 5 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND TWINCREST TECHNOLOGIES (FILE 5265) THIS CONTRACT is made and entered into this date ________________, by and between Twincrest Technologies, a corporation, whose address is 7625 Bellaire Drive South, Suite 130, Ft. Worth, TX 76132, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the CityÓs FILE # 5265, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a)Special Terms and Conditions(Exhibit ÐAÑ); (b)City of DentonÓs FILE 5265 (Exhibit ÐBÑ on file at the office of the Purchasing Agent); (c)City of Denton Standard Terms and Conditions (Exhibit Ð C Ñ); (d)Certificate of Interested Parties Electronic Filing (Exhibit ÐDÑ); (e)SupplierÓs Proposal. (Exhibit "E"); (f)Form CIQ Î Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. T hese documents shall be referred to collectively as ÐContract Documents.Ñ FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: ________________________________ AUTHORIZED SIGNATURE Date: ___________________________ Name: __________________________ Title: ___________________________ ____________________________________ PHONE NUMBER ____________________________________ EMAIL ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ________________________________ HOWARD MARTIN INTERIM CITY MANAGER BY: __________________________________ Date: _______________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 Exhibit A Special Terms and Conditions The Quantities indicated on Exhibit F are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplierÓs expense. Products that have been installed will be replaced at the supplierÓs expense. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturerÓs representative as needed by the City. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 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 manufacturerÓs price list. The price adjustment will be determined quarterly 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 responsibility 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 participate in the escalation/de-escalation clause. FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 Total Contract Amount The contract total for services shall not exceed $1,200,000. Pricing shall be per Exhibit F attached. Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of DentonÓs 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 CityÓs Procurement Department and the Supplier. No Terms and Conditions contained in the sellerÓs proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the CityÓs premises or on public rights-of-way. 1.CONTRACTORÓS OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the ContractorÓs Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2.EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3.CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the CityÓs name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4.SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5.TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 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 ContractorÓs price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7.RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the ContractorÓs, or the ContractorÓs SubcontractorÓs, facilities, or the deliverables at the ContractorÓs, or the ContractorÓs SubcontractorÓs, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8.NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9.PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the CityÓs service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the ContractorÓs 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 CityÓs facilities. 10.WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 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 Re sponsibility Act of 1996 (ÐIIRIRA) enacted on September 30, 1996. 11.COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, itÓs Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach o f the ContractorÓs obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12.INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Departmen tÓs Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the in voice. The ContractorÓs name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the VendorÓs registration with the City. Unless otherwise instructed in writing, the City may rely on th e remittance address specified on the ContractorÓs invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 13.PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the CityÓs receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the CityÓs agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the ContractorÓs 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 electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The CityÓs payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14.TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 15.FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the ContractorÓs continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the CityÓs right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16.SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17.RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the CityÓs sole discretion, grounds for termination thereof. Each of the terms ÐbooksÑ, ÐrecordsÑ, ÐdocumentsÑ and Ðother evidenceÑ, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18.SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the ContractorÓs Plan. The Contractor shall not sub stitute 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 FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19.WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20.WARRANTY Î TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21.WARRANTY Î DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the CityÓs option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the CityÓs 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 manufacturerÓs warranty, the Contractor shall transfer and assign such manufacturerÓs warranty to the City. If for any reason the manufacturerÓs warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturerÓs warranty for the benefit of the City. 22.WARRANTY Î SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the bre ach warranty, but failure to give timely notice shall not impair the CityÓs rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 23.ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the CityÓs evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24.RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other partyÓs intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25.STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26.DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in ContractorÓs Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27.TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the CityÓs reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the ContractorÓs default, including, without limitation, cost of cover, reasonable attorneysÓ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the CityÓs vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28.TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon th irty (30) calendar daysÓ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 29.FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30.DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31.INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Co ntractorÓs subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTORÓS OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 32.INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverageÓs and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The ContractorÓs and all subcontractorsÓ 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 workersÓ compensation coverage written by the Texas WorkersÓ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The ÐotherÑ 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. FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar daysÓ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage Ós indicated within the Contract. xiv. The insurance coverageÓs specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33.CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the ContractorÓs ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34.NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the ContractorÓs Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35.RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 36.NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any c laim that the CityÓs exercise anywhere in the world of the rights associated with the CityÓsÓ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contracto rÓs breach of any of ContractorÓs representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the CityÓs behalf. Further, Contractor agrees that the CityÓs specifications regarding the deliverables shall in no way diminish ContractorÓs warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37.CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the CityÓs and/or its licensorsÓ 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, ÐConfidential InformationÑ). Contractor acknowledges and agr ees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38.OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the CityÓs sole or joint ownership of any such deliverables arising by virtue of the CityÓs sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The ContractorÓs obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39.PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40.ADVERTISING: The Contractor shall not advertise or publish, without th e CityÓs prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41.NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42.GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 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 this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the CityÓs Conflict of Interest Questionnaire. 44.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The ContractorÓs services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker Ós compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45.ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46.WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47.MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 48.INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49.DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediatorÓs fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50.JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51.INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 52.HOLIDAYS:The following holidays are observed by the City: New YearÓs Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New YearÓs Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53.SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54.NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55.EQUAL OPPORTUNITY A.Equal Employment Opportunity: No Offeror, or OfferorÓs 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 OfferorÓs 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 Î i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means Î FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59.PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard WorkersÓ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either PartyÓs exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. CityÓs standard terms and conditions 4. Purchase order 5. Supplier terms and conditions FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1.Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2.Register utilizing the tutorial provided by the State 3.Print a copy of the completed Form 1295 4.Enter the Certificate Number on page 2 of this contract. 5.Sign and notarize the Form 1295 6.Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Î Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics CommissionÓs website within seven business days. FILE 5265 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 Exhibit "E" EXHIBIT 5 $4,910.00 WX-SS-225-1AC 1 approach Matrix AC power package $8,690.00 WX-SS-225-2AC 2 approach Matrix AC power package $12,005.00 WX-SS-225-3AC 3 approach Matrix AC power package $15,500.00 WX-SS-225-4AC 4 approach Matrix AC power package $3,780.00 WX-SS-225 SmartSensor Matrix 24.000GHz Intersection Radar Sensor $1,260.00 WX-SS-B01-0003 Matrix Two Sensor Backplate w/ AC $1,860.00 WX-SS-B01-0005 Matrix Four Sensor Backplate w/ AC $175.00 WX-SS-611 Heavy Duty Sensor Mount - 6" - 2 axis aluminum bracket $150.00 WX-SS-710 In Line Terminal strip junction box $3,450.00 WX-SS-105V SmartSensor 10.525GHz Traffic Radar Sensor $4,880.00 WX-SS-126-001 SmartSensor 24 GHz Dual Radar Traffic Sensor w/retrofit connector $3,640.00 WX-SS-200V SmartSensor 10.525GHz Advance Detection System $3,640.00 WX-SS-200-001 SmartSensor 10.525GHz Advance System w/ retrofit connector $4,200.00 WX-SS-200E SmartSensor 10.525GHz Advance Detection System - Extended Range $90.00 WX-SS-WARR-1 SmartSensor 1 year extended warranty $175.00 WX-SS-WARR-2 SmartSensor 2 year extended warranty $265.00 WX-SS-WARR-3 SmartSensor 3 year extended warranty $140.00 WX-SS-704-020 SmartSensor Power and Communication Cable w/ Connector - 20 ' $185.00 WX-SS-704-040 SmartSensor Power and Communication Cable w/ Connector - 40 ' $235.00 WX-SS-704-060 SmartSensor Power and Communication Cable w/ Connector - 60 ' $285.00 WX-SS-704-080 SmartSensor Power and Communication Cable w/ Connector - 80 ' $330.00 WX-SS-704-100 SmartSensor Power and Communication Cable w/ Connector - 100 ' $1.65 WX-SS-705 Matrix/Advance Cable $410.00 WX-CLK-100 16 Channel Contact Closure DIN Rail $370.00 WX-CLK-104 4-Channel Contact Closure DIN Rail $330.00 WX-CLK-112 2 Channel Contact Matrix Closure Rack Card $350.00 WX-CLK-114 4 Channel Contact Matrix Closure Rack Card $240.00 WX-CLK-200 Power/RS232/RS485 Surge $135.00 WX-CLK-201 24 VDC 1 A Power Supply $170.00 WX-CLK-202 24 VDC 2 A Power Supply $475.00 WX-CLK-222 System Surge Protector $470.00 WX-CLK-301 Serial to Ethernet converter $350.00 WX-CLK-304 RS 232 to RS 485 converter $700.00 WX-CLK-400 Serial to 900 MHz converter $825.00 WX-CLK-C10-0107 SS125 Interface Panel - No Click 301 $1,860.00 102-0402 - Detection, System, Vehicle, Matrix Four Sensor Shelf Mount Interface Module, Click 600 $2,540.00 102-0416 - Detection, System, Vehicle, TS-2 SDLC Matrix Four Sensor Shelf Mount Interface Module, Click 650 $1,000.00 TTI-INST-KIT - Detection, System, Vehicle, Install Kit for Wavetronix SmartSensor Detector System to Include Installation Tablet, U WX-SS-225-1AC-600 - Detection, System, Vehicle, 1 Approach AC Power Package Includes: 1 Sensor, Wavetronix Smartsensor $5,510.00 Part No. WX-SS-225, 1 Bracket, Wavetronix Smartsensor Part No. WX-SS-611, 1 102-0402 Click 600 WX-SS-225-2AC-600 - Detection, System, Vehicle, 2 Approach AC Power Package Includes: 2 Sensor, Wavetronix Smartsensor $9,290.00 Part No. WX-SS-225, 2 Bracket, Wavetronix Smartsensor Part No. WX-SS-611, 1 102-0402 Click 600 WX-SS-225-3AC-600 - Detection, System, Vehicle, 3 Approach AC Power Package Includes: 3 Sensor, Wavetronix Smartsensor $12,005.00 Part No. WX-SS-225, 3 Bracket, Wavetronix Smartsensor Part No. WX-SS-611, 1 102-0402 Click 600 WX-SS-225-4AC-600 - Detection, System, Vehicle, 4 Approach AC Power Package Includes: 4 Sensor, Wavetronix Smartsensor $15,500.00 Part No. WX-SS-225, 4 Bracket, Wavetronix Smartsensor Part No. WX-SS-611, 1 102-0402 Click 600 WX-SS-225-1AC-650 - Detection, System, Vehicle, 1 Approach AC Power Package Includes: 1 Sensor, Wavetronix Smartsensor $6,190.00 Part No. WX-SS-225, 1 Bracket, Wavetronix Smartsensor Part No. WX-SS-611, 1 102-0416 Click 650 WX-SS-225-2AC-650 - Detection, System, Vehicle, 2 Approach AC Power Package Includes: 2 Sensor, Wavetronix Smartsensor $9,970.00 Part No. WX-SS-225, 2 Bracket, Wavetronix Smartsensor Part No. WX-SS-611, 1 102-0416 Click 650 Page 1 of 3 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 Exhibit "E" EXHIBIT 5 WX-SS-225-3AC-650 - Detection, System, Vehicle, 3 Approach AC Power Package Includes: 3 Sensor, Wavetronix Smartsensor $12,685.00 Part No. WX-SS-225, 3 Bracket, Wavetronix Smartsensor Part No. WX-SS-611, 1 102-0416 Click 650 WX-SS-225-4AC-650 - Detection, System, Vehicle, 4 Approach AC Power Package Includes: 4 Sensor, Wavetronix Smartsensor $16,180.00 Part No. WX-SS-225, 4 Bracket, Wavetronix Smartsensor Part No. WX-SS-611, 1 102-0416 Click 650 $120.00 HE-4-Y-SDLC - 4 Ft Double Ended SDLC "Y" Cable $65.00 HE-4-SDLC - 4 Ft Double Ended SDLC Cable $1,620.00 BBS-58 Radio, 5.8 GHz w/Integraged Panel Antenna, PoE Injector, 160' Ethernet Cable $2,155.00 BBS-5824 Radio, 5.8 GHz w/Embedded WiFi & Flat Panel Antenna, PoE Injector, 160' Ethernet Cable $1,620.00 BBS-SA58 Radio, 5.8 GHz, Stand Alone (No Antenna), PoE Injector, 160' Ethernet Cable $2,350.00 BBS-SA5858 Radio, 2-Radio Cluster, 5.8 GHz, Stand Alone (No Antenna), PoE Injector, 160' Ethernet Cable $2,350.00 BBS-SA5824 Radio, 2-Radio Cluster, 5.8/2.4 GHz, Stand Alone (No Antenna), PoE Injector, 160' Ethernet Cable $2,545.00 BBS-AP5858-P 2-Radio Cluster, 5.8 GHz w/Panel Antenna x2, PoE Injector, 160' Ethernet Cable $2,840.00 BBS-AP5858-S 2-Radio Cluster, 5.8 GHz w/Sector Antenna x2, PoE Injector, 160' Ethernet Cable $4,895.00 BBS-AP58 4-Radio Cluster, 5.8 GHz w/Sector Antenna x4, PoE Injector, 160' Ethernet Cable $1,620.00 BBS-49 Radio, 4.9 GHz w/Integraged Panel Antenna, PoE Injector, 160' Ethernet Cable $1,665.00 BBS-SA49 Radio, 4.9 GHz, Stand Alone (No Antenna), PoE Injector, 160' Ethernet Cable $2,445.00 BBS-SA4949 Radio, 2-Radio Cluster, 4.9 GHz, Stand Alone (No Antenna), PoE Injector, 160' Ethernet Cable $2,695.00 BBS-AP4949-P 2-Radio Cluster, 4.9 GHz w/Panel Antenna x2, PoE Injector, 160' Ethernet Cable $2,935.00 BBS-AP4949-S 2-Radio Cluster, 4.9 GHz w/Sector Antenna x2, PoE Injector, 160' Ethernet Cable $5,190.00 BBS-AP49 4-Radio Cluster, 4.9 GHz w/Sector Antenna x4, PoE Injector, 160' Ethernet Cable $1,620.00 BBS-24 Radio, 2.4 GHz w/Integraged Panel Antenna, PoE Injector, 160' Ethernet Cable $1,620.00 BBS-SA24 Radio, 2.4 GHz, Stand Alone (No Antenna), PoE Injector, 160' Ethernet Cable $2,350.00 BBS-SA2424 Radio, 2-Radio Cluster, 2.4 GHz, Stand Alone (No Antenna), PoE Injector, 160' Ethernet Cable $2,545.00 BBS-AP2424-P 2-Radio Cluster, 2.4 GHz w/Panel Antenna x2, PoE Injector, 160' Ethernet Cable $2,840.00 BBS-AP2424-S 2-Radio Cluster, 2.4 GHz w/Sector Antenna x2, PoE Injector, 160' Ethernet Cable $4,895.00 BBS-AP24 4-Radio Cluster, 2.4 GHz w/Sector Antenna x4, PoE Injector, 160' Ethernet Cable $2,625.00 Nitro-58n, 802.11n Radio, 5.8 GHz w/Integrated Dual Polarized Panel Antenna, Embeded GPS, Gigabit PoE Injector, 160' Ethernet $2,525.00 Nitro-SA58n, 802.11n Radio, 5.8 GHz, Stand Alone (No Antenna), Gigabit PoE Injector, 160' Ethernet Cable $2,935.00 Nitro-SA58n58n, 2-Radio Cluster, 802.11n, 5.8 GHz, Stand Alone (No Antenna), Gigabit PoE Injector, 160' Ethernet Cable $1,955.00 Nitro-58 Radio, 5.8 GHz w/Integraged Panel Antenna, Embeded GPS, Gigabit PoE Injector, 160' Ethernet Cable $1,955.00 Nitro-SA58 Radio, 5.8 GHz, Stand Alone (No Antenna), Embeded GPS, Gigabit PoE Injector, 160' Ethernet Cable $2,645.00 Nitro-5824 Radio, 5.8 GHz w/Embedded WiFi & Flat Panel Antenna, Embeded GPS, Gigabit PoE Injector, 160' Ethernet Cable $3,035.00 Nitro-AP58-58-P, 2-Radio Cluster, 5.8 GHz w/Panel Antenna x2, Embeded GPS, Gigabit PoE Injector, 160' Ethernet Cable $3,330.00 Nitro-AP58-58-S, 2-Radio Cluster, 5.8 GHz w/Sector Antenna x2, Embeded GPS, Gigabit PoE Injector, 160' Ethernet Cable $5,485.00 Nitro-AP58, 4-Radio Cluster, 5.8 GHz w/Sector Antenna x4, Embeded GPS, Gigabit PoE Injector, 160' Ethernet Cable $345.00 Nitro-PoE (1-Port) Gigabit POE Injector $255.00 Primus Cable, CAT-5E Direct Burial Cable, 1000' Spool $0.70 Primus Cable, Cat-5E Sheilded RJ-45 Plug $70.00 Hutton Flat Panel Antenna, 4.9 GHz 19 dBi Gain, 5.8 GHz 23dBi Gain $320.00 Hutton Sector Anenna, 16 dBi Gain $80.00 Chapel Hill Clamp Kit w/66" Cable $80.00 Chapel Hill Clamp Kit w/84" Cable $80.00 Chapel Hill Clamp Kit w/120" Cable $35.00 Chapel Hill 1.5" OD Aluminum Pipe, 8' $55.00 Chapel Hill Gusseted Tube w/Vinyl Insert & Cap, 8' $80.00 Chapel Hill, Antenna Mounting Assembly $2,450.00 BAT433 - Bat 433 Card w/Antenna and Cable Page 2 of 3 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 Exhibit "E" EXHIBIT 5 $2,500.00 MPCFG-SU - Map Configuration (10 or Fewer Units Reporting to Host) $200.00 MPCFG-11+ (Units 11+) Page 3 of 3 DocuSign Envelope ID: 89DFCB75-E40C-4FDB-881B-530DF022A2C6 EXHIBIT 5 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 relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filingauthority not later than the 7business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B.Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entityDate EXHIBIT 5 Certificate Of Completion Envelope Id: 89DFCB75E40C4FDB881B530DF022A2C6Status: Sent Subject: City Council Docusign Item - 5265 Twincrest Technologies Source Envelope: Document Pages: 29Signatures: 3Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabledjody.word@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 11/29/2016 1:13:27 PM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 11/29/2016 1:19:36 PM Completed jody.word@cityofdenton.comViewed: 11/29/2016 1:20:04 PM BuyerSigned: 11/29/2016 1:22:04 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Ian LeeSent: 11/29/2016 1:22:06 PM ianlee@twincresttech.comViewed: 11/30/2016 6:15:36 AM GMSigned: 11/30/2016 6:20:40 AM Ian Lee Using IP Address: 97.93.183.110 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 11/30/2016 6:15:36 AM ID: c216759c-5613-4682-bc12-723ea0c98e49 John KnightSent: 11/30/2016 6:20:44 AM john.knight@cityofdenton.comViewed: 11/30/2016 8:29:12 AM Deputy City AttorneySigned: 11/30/2016 8:29:26 AM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 11/30/2016 8:29:28 AM julia.winkley@cityofdenton.comViewed: 11/30/2016 11:07:03 AM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Howard Martin howard.martin@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 5 Signer EventsSignatureTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: StatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Julia WinkleySent: 11/30/2016 6:20:42 AM julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 11/30/2016 6:20:42 AM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) 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) EXHIBIT 5 Carbon Copy EventsStatusTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Scott Wilson scott.wilson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Timestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted11/30/2016 8:29:28 AM EXHIBIT 5 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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By checking the 'I Agree' box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1543,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:December 13, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDentonauthorizingtheCityManagerorhisdesigneeto executeacontractthroughtheBuyBoardCooperativePurchasingNetworkContractNumber491-15forthe acquisitionone(1)PierceVelocityPumperEngineandone(1)PierceVelocityAerialHALadder(Quint) TruckfortheCityofDentonFireDepartment;andprovidinganeffectivedate(File6309-awardedtoSiddons- Martin Emergency Group, LLC in the not-to-exceed amount of $1,985,330.24). FILE INFORMATION Replacementoffireapparatusisbasedontheevaluationofcriteriaincludingage,hours,mileageand maintenancecosts,whicharetranslatedintoapointssystembytheFleetManagementsoftwaresystem.The thresholdforvehiclereplacementisfifteen(15)points.ThisproposedacquisitionoftwonewPierceFire ApparatusistheresultofthecoordinatedeffortsofFleetServicesandtheFireDepartmenttoensurevehicles andequipmentarereplacedinatimelymanner.Thisensuresthesafeandefficientresponsecapabilityofthe Denton Fire Department. TheCityofDentonFireDepartmenthasstandardizedfireapparatustoPiercemanufacturingtocreate efficiencieswithservice,maintenance,andpartssupplies,availablethroughthelocalvendor,Siddons-Martin EmergencyGroup,LLC(Exhibit1).Siddons-MartinEmergencyGroup,LLC,theonlyauthorizedPiercedealer inthestateofTexas,submittedaBuyBoardquoteforthetwo(2)piecesoffireapparatus(Exhibit2).Aquote for the associated equipment for the trucks is included as Exhibit 3. ThenewPierceVelocityPumperEnginewillenterfrontlineservice.Thecurrentunit,FD0798,willenter reservestatusreplacingFD9953whichwillbeauctioned.FD9953wasplacedinserviceinJuly1999 accumulating nearly 11,000 hours of service with maintenance and repair costs of more than $146,000. ThenewPierceVelocityAerialHALadderwillenterfrontlineserviceasareplacementforFD9964.FD9964 wasplacedinserviceinSeptember1999,hasaccumulatedmorethan18,000hoursofserviceandhasrepair coststotalingmorethan$247,000.Thisunitwillbeauctionedwhenthenewapparatusisreceivedandplacedin service. Themanufactureranticipatesthatdeliveryofbothtruckswilloccurwithin10-12monthsoforderdate.By submittingadownpaymentof$994,141forthetwo(2)PierceVelocitytrucks,theCityofDentonwillreceive City of DentonPage 1 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1543,Version:1 aprepaydiscountof$33,962andavoidpotentialpriceincreasesrelatedtomaterialcosts.Thebalanceofthe purchase price of each truck and associated equipment will be due upon receipt. RECOMMENDATION Staffrecommendstheapprovalofthepurchaseoftwo(2)PierceVelocityFireTrucksintheamountof $1,985,330.24, with a down payment of $994,141.00 to Siddons-Martin Emergency Group. PRINCIPAL PLACE OF BUSINESS Siddons-Martin Emergency Group, LLC Denton, TX ESTIMATED SCHEDULE OF PROJECT Thedeliveryoftwo(2)PierceVelocityTruckswilloccurwithin330-365daysofpurchaseorderissuanceand receipt of down payment. FISCAL INFORMATION ThisitemwillbefundedfromtheFleetCapitalProjectFundaccountnumber810293408.1355.30100. Requisition#132089hasbeenenteredinthePurchasingsoftwaresystemforthedownpaymentonthetwo(2) Fire Trucks. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Safe, Liveable & Family-Friendly Community Related Goal:4.1 Enhance public safety in the community EXHIBITS Exhibit 1: Staff Memo Exhibit 2: Quote for Fire Trucks Exhibit 3: Parts Estimate Exhibit 4: Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Terry Kader at 349-8729. City of DentonPage 2 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1543,Version:1 City of DentonPage 3 of 3Printed on 12/9/2016 powered by Legistar© EXHIBIT 2 November 28, 2016 MONTY PERRY, Captain DENTON FIRE DEPARTMENT 332EHICKORY Denton TX76201 Siddons-Martin Emergency Group, LLC is pleased to provide the following proposal toDENTON FIRE DEPARTMENT. Unit will comply with all specifications attached and made a part of this proposal. Total price includes delivery FOB DENTON FIRE DEPARTMENT and training on operation and use of the apparatus. Description Amount 677550-707 Velocity Pumper Pierce, Velocity, Pumper, DD13 470, 750 gal, Waterous 2000 Price guaranteed for 30 days. Delivery within 11-12 months of order date. A warranty term of12 months is included.Vehicle Price $ 646,447.00 Chassis Prepay Discount ( $$due with order. Prepay Discount ($ 9,890.00) Full Prepay Discount ( $Total amount due with order. Prepay Discount ($13,000.00) $ BuyBoard 491-15 $ 1,500.00 $ Tax isnot included in this proposal. In the event that the purchasing organization isnot exempt from sales tax orany other applicable taxes and/or the proposed apparatus does not qualify for exempt status, itis the duty of the purchasing organization to pay any and all taxes due. Balance of sale price isdueupon acceptance of the apparatus at the factory. Alate fee of .033% of the sale price will be charged perday for overdue payments beginning ten (10) days after the payment isdue for the first 30 days. The late fee increases to .044% per day until the payment is received. In the event a prepayment is received after the due date, the discount will be reduced by the same percentages above increasing the cost ofthe apparatus. In the event this proposal is accepted and a purchase order is issued then cancelled or terminated by Customer before completion, Siddons-Martin Emergency Group may charge a cancellation fee. The following charge schedule based on costs incurred may be applied: (A) 10%of the Purchase Price after order is accepted and entered by Manufacturer; (B) 20%of the Purchase Price after completion of the approval drawings; (C) 30%of the Purchase Price upon any material requisition. The cancellation fee will increase accordingly as costs are incurred as the order progresses through engineering andinto manufacturing. Siddons-Martin Emergency Group endeavors to mitigate any such costs through the sale of such product to another purchaser; however, the customer shall remain liable for the difference between the purchase price and,if applicable, the sale price obtained by Siddons-Martin Emergency Group upon sale of the product to another purchaser, plus any costs incurred by Siddons-Martin to conduct such sale. Inan effort to ensure the above stated terms and conditions are understood and adhered to, Siddons-Martin Emergency Group, LLCrequires an authorized individual from the purchasing organization sign and date this proposal and include itwith any purchase order. Upon signing of this proposal, the terms and conditions stated herein will be considered binding and accepted by the Customer. The terms and acceptance of this proposal will be governed by the laws of the state ofTX.No additional terms or conditions will be binding upon Siddons-Martin Emergency Group, LLCunless agreed toin writing and signed by a duly authorized officer of Siddons-Martin Emergency Group, LLC. EXHIBIT 2 November 28, 2016 MONTYPERRY, Captain DENTON FIRE DEPARTMENT 332 E HICKORY Denton TX76201 Siddons-Martin Emergency Group, LLCis pleased to provide the following proposal toDENTON FIRE DEPARTMENT. Unit will comply with all specifications attached and made a part of this proposal. Total price includes delivery FOB DENTON FIRE DEPARTMENT and training on operation and use of the apparatus. Description Amount 677550-700 VELOCIT'r' 75HAL PUC Pierce, Velocity, Aerial, HA Ladder- 75, DD13 505, 500 gal, PUC 1500 Price guaranteed for 30 days. Delivery within 11-12 months of order date. A warranty term of12 months is included. Vehicle Price $992,039.00 Chassis Prepay Discount ( $$due with order. Prepay Discount ($ 11,072.00) $ BuyBoard 491-15 $1,500.00 $ Tax is not included in this proposal. In the event that the purchasing organization isnot exempt from sales tax or any other applicable taxes and/or the proposed apparatus does not qualify for exempt status, itis the duty of the purchasing organization topay any and all taxes due. Balance of sale price isdueupon acceptance of the apparatus at the factory. Alate fee of .033% of the sale price will be charged per day for overdue payments beginning ten (10) days after the payment isdue for the first 30 days. The late fee increases to .044% per day until the payment is received. In the eventa prepayment is received after the due date, the discount will be reduced by the same percentages above increasing the cost ofthe apparatus. In the event this proposal is accepted andapurchase order is issued then cancelled or terminated by Customer before completion, Siddons-Martin Emergency Group may charge a cancellation fee. The following charge schedule based on costs incurred may be applied: (A) 10%of the Purchase Price after order is accepted and entered by Manufacturer; (B) 20%of the Purchase Price after completion of the approval drawings; (C) 30%of the Purchase Price upon any material requisition. The cancellation fee will increase accordingly as costs are incurred as the order progresses through engineering and into manufacturing. Siddons-Martin Emergency Group endeavors to mitigate any such costs through the sale of such product toanother purchaser; however, the customer shall remain liable for the difference between the purchase price and,if applicable, the sale price obtained by Siddons-Martin Emergency Group upon sale of the product to another purchaser, plus any costs incurred by Siddons-Martin to conduct such sale. Inan effort to ensure the above stated terms and conditions are understood and adhered to, Siddons-Martin Emergency Group, LLCrequires an authorized individual from the purchasing organization sign and date this proposal and include itwith any purchase order. Upon signing of this proposal, the terms and conditions stated herein will be considered binding and accepted by the Customer. The terms and acceptance of this proposal will be governed by the laws of the state ofTX. No additional terms or conditions will be binding upon Siddons-Martin Emergency Group, LLCunless agreed toin writing and signed byaduly authorized officer of Siddons-Martin Emergency Group, LLC. EXHIBIT 3 FD1777 EXHIBIT 3 EXHIBIT 3 EXHIBIT 3 EXHIBIT 3 EXHIBIT 3 EXHIBIT 3 EXHIBIT 3 FD1778 EXHIBIT 3 EXHIBIT 3 EXHIBIT 3 EXHIBIT 3 EXHIBIT 3 EXHIBIT 3 EXHIBIT 3 EXHIBIT 4 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT THROUGH THE BUY BOARD COOPERATIVE PURCHASING NETWORK CONTRACT NUMBER 491-15 FOR THE ACQUISITION ONE (1) PIERCE VELOCITY PUMPER ENGINE AND ONE (1) PIERCE VELOCITY AERIAL HA LADDER (QUINT) TRUCK FOR THE CITY OF DENTON FIRE DEPARTMENT; AND PROVIDING AN EFFECTIVE DATE (FILE 6309-AWARDED TO SIDDONS-MARTIN EMERGENCY GROUP, LLC IN THE NOT-TO-EXCEED AMOUNT OF $1,985,330.24). WHEREAS, pursuant to Ordinance 2005-034, the Buy Board Cooperative Purchasing Network has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Buy Board Cooperative Purchasing Network programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 6309 Siddons-Martin Emergency Group, LLC $1,985,330.24 SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to the Buy Board Cooperative Purchasing Network for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the Buy Board Cooperative Purchasing Network and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the Manager or his designated representative is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, EXHIBIT 4 conditions, specifications and standards contained in the Proposal submitted to the Buy Board Cooperative Purchasing Network, and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6309 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the items set forth in the referenced file number, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders or pursuant to a written contract made pursuant thereto as authorized herein. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this ________ day of ______________, 2016. ______________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1544,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:December 13, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDentonauthorizingtheCityManagerorhisdesigneeto executeacontractthroughtheBuyBoardCooperativePurchasingNetworkContractNumber424-13forthe acquisitionthree(3)excavatorsandone(1)telehandlerfortheCityofDentonWaterDistributionandWater ProductionDepartments;andprovidinganeffectivedate(File6284-awardedtoKirbySmithMachinery,Inc.in the not-to-exceed amount of $461,590). FILE INFORMATION Thisitemincludesthree(3)fleetreplacementsandone(1)fleetaddition.Two(2)oftheexcavatorsquotedfor theWaterDistributionDepartmentwillbeusedtoreplacealargerexcavatorthatdoesnotfittheirbusiness needs.Thedepartmentwillbepurchasingtwosmallersizeunitsandwillbeabletoutilizetheseinmultiple locationswithdifferentcrewstoincreasetheirefficiency.Theremainingmini-excavatorwillbereplacinga 2003KubotaKX41unitthathasmettheFleetdepartmentreplacementcriteriaforageandmaintenancecosts. ThetelehandlerfortheWaterProductionDepartmentwillbereplacinga1995Darrforkliftthathasmet replacement criteria on age and maintenance. Quoteswereobtainedfromthree(3)cooperativecontractvendorswithKirbySmithMachinery,Inc.providing thebestpriceandvalue(Exhibit1,2).AllrequestedequipmentwillbepurchasedthroughtheBuyBoard Cooperative Purchasing Network Contract Number 424-13. RECOMMENDATION Awardthepurchaseofthree(3)excavatorsandone(1)telehandlertoKirbySmithMachinery,Inc.inthe amount of $461,590. PRINCIPAL PLACE OF BUSINESS Kirby Smith Machinery, Inc. Fort Worth, TX ESTIMATED SCHEDULE OF PROJECT City of DentonPage 1 of 2Printed on 12/9/2016 powered by Legistar© File #:ID 16-1544,Version:1 The purchase and delivery of the equipment will occur within 120 days of purchase order issuance. FISCAL INFORMATION TheequipmentwillbefundedfromWaterCapitalFundaccount635086635.1355.30100intheamountof $129,100forthetelehandler.TheexcavatorswillbefundedfromWaterCapitalFundaccount 635089635.1355.30100intheamountof$46,900,account635094635.1355.30100intheamountof$140,625, andaccount635095635.1355.30100intheamountof$144,965.Requisition#131650hasbeenenteredinthe Purchasing software system. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:1.1 Manage financial resources in a responsible manner EXHIBITS Exhibit 1: Excavator Comparison and Quotes Exhibit 2: Telehandler Comparison and Quotes Exhibit 3: Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Terry Kader at 349-8729. City of DentonPage 2 of 2Printed on 12/9/2016 powered by Legistar© EXHIBIT 1 .ǒǤĬƚğƩķ ЍЋЍΏЊЌ.ǒǤĬƚğƩķ ЍЋЍΏЊЌ.ǒǤĬƚğƩķ ЍЋЍΏЊЌ.ǒǤĬƚğƩķ ЍЋЍΏЊЌ \[ğƩŭĻ 9ǣĭğǝğƷƚƩ$ 144,965$ 159,413.67$ 216,168$ 197,728 {ƒğƌƌ 9ǣĭğǝğƷƚƩ$ 140,625$ 140,555.71$ 103,134$ 148,372 aźƓź 9ǣĭğǝğƷƚƩ$ 46,900$ 45,361$ 48,449 No Bid ƚƷğƌ$ 332,490.00$ 345,330.74$ 367,751.11 $ 394,549.43 Kirby SmithRDO EquipmentHolt CATBane Machinery 1450 NE Loop 8202902 N Central Expy549 Jim Wright FreewayP.O Box 77859 Fort Worth, Tx 76105McKinney, Tx 75071Fort Worth, Tx 76108Fort Worth, Tx 76177 Sgieser@kirby-smith.comJphillips@rdoequipment.comBryan.Nichols@holtcat.comJalcala@banemachinery.com 817-378-0600214-681-7852817-308-6612214-878-3798 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 Investment Proposal (Quote) RDO Equipment Co. 2902 N Central Expy McKinney TX, 75071 Phone: (214) 856-4899 - Fax: Proposal for:Investment Proposal Date:10/25/2016 CITY OF DENTONPricing Valid Until:11/25/2016 ACCOUNTS PAYABLEDeal Number:884944 804 TEXAS STCustomer Account#:8410003 DENTON, TX, 762014299Sales Professional:Justen Phillips DENTONPhone:(972) 438-4699 (940) 349-8410Fax:(972) 438-6789 Email:JPhillips@rdoequipment.com Equipment Information QuantitySerialHoursStatus / Year / Make / ModelCash Price Number(approx.)Additional Items 1TBD0New 2016 JOHN DEERE 85G$133,601.75 Customer Discount BuyBoard Contract 424-13($20,223.15) Customer Discount($15,000.00) 1TBD0Attachment - New 2016 JOHN DEERE AUX HYDRAULICS$3,927.44 1TBD0Attachment - New 2016 JRB 25SLH$4,767.79 1TBD0New 2016 JOHN DEERE 135G$228,161.29 Customer Discount BuyBoard Contract 424-13($34,361.10) Customer Discount($39,000.00) 1TBD0Attachment - New 2016 JOHN DEERE EXCCTRL$886.85 1TBD0Attachment - New 2016 JOHN DEERE 135HD36$3,726.63 1TBD0Attachment - New 2016 JOHN DEERE AUX HYDRAULICS$1,433.15 1TBD0Attachment - New 2016 JOHN DEERE 135HD24$3,094.42 1TBD0Attachment - New 2016 OKADA AMERICA OAC 200$5,529.08 1TBD0Attachment - New 2016 OKADA AMERICA ORV1300: 135G$12,633.51 1TBD0Attachment - New 2016 AMERICAN COMPACTION EQUI DC-24BWP$4,900.00 1TBD0Attachment - New 2016 JRB 25MPL$5,891.72 Equipment Subtotal:$299,969.38 Purchase Order Totals Balance:$299,969.38 Tax Rate 3: (TXEG 0%)$0.00 Sales Tax Total:$0.00 Sub Total:$299,969.38 Cash with Order:$0.00 Balance Due:$299,969.38 D884944Page 1 of2 EXHIBIT 1 Equipment Options QtySerial NumberYear / Make / ModelDescription 1TBD2016 JOHN DEERE 85G0080FF 85G EXCAVATOR 3275 450MM (18") CONT RUBBER BELT 7060 6'11" (2.12M) ARM W/BKT CYL 1TBD2016 JOHN DEERE AUXAT196587 SWITCH,FOOT,ELECTRIC CONTROL HYDRAULICS AT334168 FILTER RESTRICT IND W/COUPLR AT434128 85 HIGH FLOW AUX PIPING KIT AT436726 ARM AUX PIPING FOR 2.12M 1TBD2016 JRB 25SLH25SLH Hydraulic Coupler to fit 85G and accept 135G Attachments KIT HYDRAULIC KIT for Smartloc Coupler 1TBD2016 JOHN DEERE 135G05P1FF 135G FT4 EXCAVATOR 1700 JDLINK ULTIMATE 3260 RUBBER PAD, 500MM, NO BLADE 6835 BOOM,ONE PIECE 7160 ARM ASSY,3.01 M (9FT11IN) 1TBD2016 JOHN DEERE EXCCTRLAT421728 MECH PATTERN CHANGER KIT 1TBD2016 JOHN DEERE 135HD36AT456883 36" HD BUCKET .81YD/.62M 1TBD2016 JOHN DEERE AUXAT354488 1WAY SOLENOID CONT FT SWITCH HYDRAULICS AT442872 FILTER RESTRICT IND KIT 1TBD2016 JOHN DEERE 135HD24AT456881 24" HD BUCKET .47YD/.36M 1TBD2016 OKADA AMERICA OAC 200OAC 200 OAC 200 PLATE WITH HOSES; TOPCAP for 135G 1TBD2016 OKADA AMERICA ORV1300:ORV1300 - to fit 135G ORV1300 Hammer w/hoses and topcap to fit 135G135G 1TBD2016 AMERICAN COMPACTIONDC-24BWP 24" Compaction Wheel with 135G mounting adapter (pins EQUI DC-24BWPand soil leveling plate included) 1TBD2016 JRB 25MPL25MPL JRB Model 25MPL. Includes dead pins & wet kit. D884944Page 2 of2 EXHIBIT 1 October25,2016 CityofDenton 805TexasStreet DentonTX Phone:940-349-8422 QuoteNumber158431:CompactExcavator35G,BuyBoard CooperativeContract424-13. AllthepricesinthedetailedsectionsarePermachinebasis. MachineConfiguration CodeDescriptionQtyUnitPrice 0050FF35GCOMPACTEXCAVATOR1$51,156.00 3125300MMRUBBERTRACK1InBase 4145SUSPENSIONSEAT/VINYL1$344.00 71104'4"(1.32M)STANDARDARM1InBase 8150CANOPY1InBase 9555ANGLEBLADE1$2,924.00 Total$54,424.00 Discount(24%)$13,061.76 NetPrice$41,362.24 Attachments CodeDescriptionQtyPrice AT31655718"HEAVYDUTY2.8CU.FT.BKT1$533.52 AT31655824"HEAVYDUTY4.0CU.FT.BKT1$607.24 AT442164HYDRAULICCOUPLER1$1,658.32 AT461031INSTALLATIONHYDCOUPLER1$1,200.04 Total$3,999.12 QuoteSummary-CompactExcavator35G(perunit) ItemDescriptionPrices MachineNetPrice$41,362.24 Attachments$3,999.12 PriceperMachine$45,361.36 TotalNetPrice(Quantity=1)$45,361.36 WarrantyTerms QuotePreparedusingDirectSalesSystem1of2Dated:October25,2016 QuoteNumber158431 EXHIBIT 1 35GincludesStandardWarrantyof12months. PowerTrainandHydraulicsExtendedWarrantyfor24months,2000hours. Remarks: Pleasenotethatthisquoteisvalidfor30days. Thankyoufortheopportunitytoquote.Ifanyquestionsorchanges,pleasecontactmeas follows:RichardMurga,Phone309-765-0260,MurgaRichard@JohnDeere.comPleasemake purchaseorderoutto:JohnDeereConstructionRetailSales1515FifthAvenue,Moline,IL 61265FederalTaxID:36-3387700,DUNS:142124762PaymenttermsareNet30daysonly Municipalleasewithfullownershipisallowed,butnooperatingleaseispermitted. QuotePreparedusingDirectSalesSystem2of2Dated:October25,2016 QuoteNumber158431 EXHIBIT 1 Quote 174324-01 October 27, 2016 CITY OF DENTON FLEET SERVICES 804 TEXAS ST DENTON, TEXAS 76209-4330 Attention: CHARLIE ROSENDAHL RE: Quote 174324-01 Thank you for this opportunity to quote Caterpillar products for your business needs. We are pleased to quote the following for your purchase consideration. One (1) New CATERPILLAR INC Model: 313F Excavators with all standard equipment in addition to the additional specifications listed below: STANDARD EQUIPMENT POWERTRAIN - Diesel engine C4.4 certified to - EPA Tier4 final, EU Stage IV, - Japan MLIT Step 5 - 2300m/7550ft altitude capability - w/ no derate - Waved fin radiator w/ enough space - for cleaning operation (2SBS) - Radial seal air filter - Fuel water separator w/ level indicator - Capability of - - EIS (Engine Idle Shutdown) function - - Using Bio-Diesel fuel (B20) UNDERCARRIAGE - Grease lubricated track GLT1, resin seal - Towing eye for diagonal lashing on - baseframe - HYDRAULICS - Hydraulic main pump - Regeneration circuit for boom and stick - Two speed travel - Capability of installing - - Additional auxiliary pump & circuit - - CAT bio hydraulic oil - Boom lowering device in case of engine - shut down - High performance hyd. return filter - ELECTRICAL - Circuit breaker - Capability of installing electric - fuel lifting pump - Light, storage box mounted (one) halogen - Time delay function for boom light and - cab light OPERATOR ENVIRONMENT - Cab - - Bolt-on FOGS capability - - Openable front windshield w/ assist - device - - Pillar mounted upper windshield - wiper and washer - - Cab sliding upper door window - - Rear window - - Removal lower windshield w/ incab - storage bracket - - Openable skylight as emergency exit - Operators Station: - - Interior lighting - - Coat hook - - Beverage holder with slit - - Literature holder - - Utility space for magazine - - Radio mounting (DIN size) suitable - for 24-Volt radios - - Mounting for two stereo speakers - - Storage compartment suitable for - lunch box - - Door & cap locks - - 24V radio ready (harness, two - speakers,antenna-flexible type) - - 12V-2 x 10A power supply - w/ two cigar lighter type sockets - - Cab glass break hammer - Monitor: - Single axis adjustable monitor - (horizontal only) - - Full graphic and full color display - - Warning information - - Filter/fluid change information - - Working hour information - - Machine condition - - Error code and tool mode setting - information - Seat: - - Console height adjustment system - - Armrest height adjustment system - - Electrical provision for seat heater - / ventilator - Pedal: - - Capability to install 2 addt'l - pedals - - Travel control pedals - with removable hand levers - - Neutral lever (lock out) for all - controls SAFETY AND SECURITY - Caterpillar one key security system - Secondary engine shutoff switch - Signaling / warning horn - OTHER STANDARD EQUIPMENT - Capability of installing - - Stackable valves for main valve - (max 2 valves) - - Boom lowering control device - and stick lowering check valve - - Block Heater - CAT data link w/capability of using E.T. - Automatic swing parking brake - Fine swing control capability - Radiator screen ready - Mirrors, rearview (frame -right, - cab-left) Page 1of 3 EXHIBIT 1 Quote 174324-01 MACHINE SPECIFICATIONS QP2/BCF2/9'10''ST/TC/QC/BKT/ Versatile machine with CAT Grade Control -CAB-ROPS,70/30,W/VANDAL-G BOSS -HATCH, OPENABLE ROOF (DUAL) -RADIO, 24V AM/FM -SEAT, H-BACK, W/HEATER,S/AIR -ACCUMULATOR WITH CRN -PANEL, STD START SWITCH -COUNTERWEIGHT, 2.2MT (4,850LBS) -CONTROL, FINE SWING -CAM, REAR VW,MIRRORS RH W/O GR -LIGHT, BOOM RIGHT SIDE -LIGHTING, CAB (HALOGEN) -ALARM, TRAVEL -LINKAGE, BKT W/O LIFT -GUARD, CYLINDER COVER, CGC -GRADE CONTROL, DEPTH AND SLOPE GUARD, TRACK GUIDING, CENTER GUARD, SWIVEL TRACK, 28'' TG W/STEP (GLT) BUCKET-SD, 36'' 0.69 YD3 LINES-HP, R9'10'' STICK LINES-MP, R9'10'' STICK LINES-HP, REACH BOOM LINES-MP, REACH BOOM LINES-QC, REACH BOOM SUPPORT, AUX LINES, R-BOOM LINES-QC, R9'10'' STICK STICK, R9'10'' HD CGC PILOT LINES, NO BLADE FRAME, BASE, LONG U/C GUARD, BOTTOM DECALS, EXTERIOR ANSI DECALS, CAB ANSI AIR CLEANER, STANDARD CGC SWIVEL, STANDARD COUPLER, PIN GRABBER W/PINS REACH BOOM HD CGC PKG COMBINED MP CIR STP PKG PRODUCT LINK, CELLULAR PL641 CTRL,CAT PIN GRAB COUPLER ANSI LINES, BKT CLOSE PGQC TRACK, 20'' TG W/RUBBER PAD CVP75 COMPACTOR PLATE BRACKET, MOUNTING LINES, CONNECTOR Page 2of 3 EXHIBIT 1 Quote 174324-01 H95E S HAMMER TOOL, MOIL BRACKET, MOUNTING LINES, CONNECTOR TOTAL LIST PRICE $294,414 BUYBOARD MINIMUM 8% DISCOUNT #424-13 Sell Price$172,937.85 CAT H95 HAMMER $25,261 CAT CVP75 COMPACTOR PLATE $11,891 $6,078 Total$216,167.85 Accepted by___________________________________ on ____________________ ______________________________ Signature Thank you for your interest in Holt CAT and Caterpillar products for your business needs. This quotation is valid for 30 days, after which time we reserve the right to re-quote. If there are any questions, please do not hesitate to contact me. Sincerely, Bryan Nichols Machine Sales Representative Holt CAT Bryan.Nichols@holtcat.com 817.308.6612 Page 3of 3 EXHIBIT 1 Quote 174333-01 October 27, 2016 CITY OF DENTON FLEET SERVICES 804 TEXAS ST DENTON, TEXAS 76209-4330 Attention: CHARLIE ROSENDAHL RE: Quote 174333-01 Thank you for this opportunity to quote Caterpillar products for your business needs. We are pleased to quote the following for your purchase consideration. One (1) New CATERPILLAR INC Model: 308E2 Compact Construction Equipment with all standard equipment in addition to the additional specifications listed below: STANDARD EQUIPMENT POWERTRAIN - CAT C3.3B Diesel Engine with 12-volt - electrical starting - U.S. EPA Tier 4 Final and EU Stage IV - 2,5000M (8.200ft) altitude capability - Auto Idle - Automatic swing park brake - Straight line travel - Two Speed auto-shift travel - Water separator in fuel line - UNDERCARRIAGE - Hydraulic track adjusters - ELECTRICAL - 12 volt electrical system - 60 ampere alternator - 880 CCA maintenance free battery - Circuit breaker - Ignition key stop switch - Light, Cab, Boom Left and Right - Warning horn - OPERATOR ENVIRONMENT - COMPASS:Complete Operation, Maintenance, - Performance and Security System - -Multiple Languages - 12V power socket - Adjustable wrist rests - Air conditioner with defroster - Coat hook - Control lever mounted auxiliary controls - Cup holder - Hydraulic neutral lockout system - Interior light - Literature holder - Mirror rear view: Cab Left - Molded footrests - Openable front windshield - Radio Ready - Rear window emergency exit - Removable floor mat - Seat, Fabric, High Back, Air Suspension - Skylight - Travel control pedals with hand levers - Utility space for mobile phone - Windshield wiper and washer - OTHER STANDARD EQUIPMENT - Accumulator, Certification - Auxiliary hydraulics with adjustable - maximum flow and continuous flow - Boom with offset swing post - Caterpillar corporate ''one key'' system - Door Locks - Dozer blade with float function - Economy mode for up to 20% fuel savings - Lifting Eye Power Link - Load sensing hydraulics - Lockable fuel cap - Rear reflector - Roll Over Protective Structure (ROPS) - Tie down eyes on track frame - Tool storage area - Towing eye on base frame - Twin Work Lights - Page 1of 3 EXHIBIT 1 Quote 174333-01 MACHINE SPECIFICATIONS 308E2 MHE RUBBER PAD TRK DCA2 3977005 308E2 HYDRAULIC EXCAVATOR 4155033 BELT, SEAT, (3 IN) RETRACTABLE 3977130 CONTROL PATTERN CHANGER 4154380 COOLING, HIGH AMBIENT 3977088 LINES, BOOM 3977065 LINES, STICK 3821602 PLUGS, MIRROR MOUNT 3986354 ALARM, TRAVEL 4155082 STICK PKG, LONG W/BKT LINKAGE 3977033 HYDRAULICS, AUX.,QC,(L-STK) 4155183 TRACK, 450MM TG W/ RUBBER PAD 3828819 BLADE, 91'' BOLT-ON EDGE 3216598 GUARD, SWIVEL 4152556 HEATER, JACKET WATER 3670948 COUNTERWEIGHT, STANDARD 3801983 TANK, FUEL 3828757 DRAIN, ECOLOGY 4155040 RADIO, AM/FM SERIALIZED TECHNICAL MEDIA KIT PACK, DOMESTIC TRUCK COUPLER, PG, HYD, DUAL LOCK KIT, HYDRAULIC QC LINES BUCKET-HD, 24'' 0.30 YD3 TOTAL LIST PRICE $147,344 BUYBOARD MINIMUM 8% DISCOUNT #424-13 Sell Price$103,133.83 Total$103,133.83 WARRANTY Standard Warranty:12 Month / Unlimited Hour Page 2of 3 EXHIBIT 1 Quote 174333-01 Accepted by___________________________________ on ____________________ ______________________________ Signature Thank you for your interest in Holt CAT and Caterpillar products for your business needs. This quotation is valid for 30 days, after which time we reserve the right to re-quote. If there are any questions, please do not hesitate to contact me. Sincerely, Bryan Nichols Machine Sales Representative Holt CAT Bryan.Nichols@holtcat.com 817.308.6612 Page 3of 3 EXHIBIT 1 Quote 181181-01 October 26, 2016 CITY OF DENTON FLEET SERVICES 804 TEXAS ST DENTON, TEXAS 76209-4330 Attention: CHARLIE ROSENDAHL RE: Quote181181-01 Thank you for this opportunity to quote Caterpillar products for your business needs. We are pleased to quote the following for your purchase consideration. One (1) New CATERPILLAR INC Model: 303.5E CR Compact Construction Equipment with all standard equipment in addition to the additional specifications listed below: STOCK NUMBER: HLK028099 SERIAL NUMBER: 0JWY01314 YEAR: 2016 SMU: 2 STANDARD EQUIPMENT POWERTRAIN - CAT C1.7 Diesel Engine - Rated Net Power Under 19kw - NTE Emmisions Compliance for US/EU - Automatic Engine Idle - Automatic Swing Parking Brake - Automatic Two Speed Travel - Fuel and Water Separator - ELECTRICAL - 12 Volt Electrical System - 60 Ampere Alternator - 650 CCA Maintenance Free Battery - Fuse Box - Ignition Key Start / Stop Switch - Slow Blow Fuse - Warning Horn - OPERATOR ENVIRONMENT - 100% Pilot Control Ergonomic Joysticks - Adjustable Arm Rests - Anti-theft System - COMPASS: Complete, Operation, - Maintenance Performance and - Security System - -Multiple Languages - Cup Holder - Digital Liquid Crystal Monitor - Hydraulic Neutral Lockout System - Literature Holder - Travel Control Pedals with Hand Levers - Washable Floor Mat - OTHER STANDARD EQUIPMENT - 1-way and 2-way (combined function) - Accumulator Certification - Auxiliary Hydraulic Lines - Adjustable Auxiliary Hydraulics - Auxiliary Line Quick Disconnects - Caterpillar Corporate ''One Key'' System - Continuous Flow - Door Locks - Dozer Blade with Float Function - Hydraulic Oil Cooler - High Definition Hydraulics - Load Sensing/Flow Sharing - Lockable Fuel Cap - Roll Over Protective Structure (ROPS) - (ISO 12117-2) - Swing Boom Design - Swivel Guard - Tie Down Eyes on Track Frame - Tip Over Protective Structure (TOPS) - (ISO 12117) - Tool Storage Area - Top Guard - ISO 10262 (Level 1) - Towing Eye on Base Frame - Work Lights Page 1 of 3 EXHIBIT 1 Quote 181181-01 MACHINE SPECIFICATIONS 303.5E2 HYD EXCAVATOR MA1 COOLING, HIGH AMBIENT CONTROL PATTERN CHANGER ALARM, TRAVEL SEAT VINYL, W/ SUSPENSION BELT, SEAT, 3'' RETRACTABLE 303.5 HYDRAULIC EXCAVATOR CANOPY, TOPS LANE 2 ORDER STICK PKG LONG W/O 2ND AUX LINES, AUXILIARY, LONG STICK LINKAGE BUCKET W/ LIFTING EYE LINES, BUCKET, LONG STICK HYDRAULICS STD W/O 2ND AUX STICK, LONG, HEAVY DUTY LINES, BOOM LINES, STICK TRACK, RUBBER BELT BLADE, 70'', POWER ANGLE SERIALIZED TECHNICAL MEDIA KIT BEACON SOCKET BATTERY, DISCONNECT DRAIN, ECOLOGY PACK, DOMESTIC TRUCK INSTRUCTIONS, AMSI COUPLER, PG, HYD, DUAL LOCK KIT, HYDRAULIC QC LINES, 3 TON PINS,BUCKET 18'' HD BUCKET W SIDE CUTTERS 24'' HD BUCKET W SIDE CUTTERS TOTAL LIST PRICE $65,341 BUYBOARD MINIMUM 8% DISCOUNT #424-13 Sell Price$48,449.43 Total$48,449.43 WARRANTY Standard Warranty:12 Month / Unlimited Hour Page 2 of 3 EXHIBIT 1 Quote 181181-01 Accepted by___________________________________ on ____________________ ______________________________ Signature Thank you for your interest in Holt CAT and Caterpillar products for your business needs. This quotation is valid for 30 days, after which time we reserve the right to re-quote. If there are any questions, please do not hesitate to contact me. Sincerely, Bryan Nichols Machine Sales Representative Holt CAT Bryan.Nichols@holtcat.com 817.308.6612 Page 3 of 3 EXHIBIT 1 EXHIBIT 2 EXHIBIT 2 October 14, 2016 CITY OF DENTON FLEET SERVICES 804 TEXAS ST DENTON, TEXAS 76209-4330 Attention: CHARLIE ROSENDAHL RE: Quote 180642-01 Thank you for this opportunity to quote Caterpillar products for your business needs. We are pleased to quote the following for your purchase consideration. One (1) New CATERPILLAR INC Model: TL1055D TeleHandlers with all standard equipment in addition to the additional specifications listed below: STANDARD EQUIPMENT BOOMS, STICKS AND LINKAGES - Four section boom - with non-metallic wear pads - Automatic vertical lift - POWERTRAIN - USA, CANADA & PUERTO RICO - CAT C4.4,106kW (142.1 hp) Tier 4f Engine - SOUTH AMERICA, EXCEPT PUERTO RICO - CAT C4.4L,106kW (142.1 hp) Tier 3 Engine - ALL MACHINES INCLUDE - 4 Speed Powershift Transmission - Hydraulically driven fan - Radiator Cores - Side by side engine air - Engine oil - Hydraulic oil and coolant - Water separator - Dual element air filter - Spin on engine oil filter - Spin on Hydraulic oil filter - Planetary drive axles with full time - four wheel drive - Limited slip differential - Wet disc service brakes - Spring Applied Hydraulic Release (SAHR) - park brake w/indicator light - Thermal starting aid HYDRAULICS - Variable Displacement Piston Pump - Max auxiliary flow 95 L/min (25 gpm) - Max pressure 260 bar - Load hold check valves on all load - carrying cylinders - Auxiliary hydraulic service on the - boom head - single function - CAT XT3 hoses, couplings ELECTRICAL - 12 volt electrical socket - 75 ampere alternator - 1000 CCA maintenance-free battery - Horn + Back up alarm OPERATOR ENVIRONMENT - Operator station isolated on rubber - mounts - Boom joystick - Stabilizer levers - Frame level switch - Fully adjustable vinyl suspension seat - Seat belt & document pouch - Left & right-side rear-view mirror - Power steering with steering wheel - Load charts - Heavy duty floor mat - Fuse panel OTHER STANDARD EQUIPMENT - Integral lift and tie-down points - INSTRUCTIONS - Operation and maintenance manual - EXHIBIT 2 MACHINE SPECIFICATIONS TL1055D TELEHANDLER HRC AXLE, STANDARD RIDE CONTROL, NONE CLIMATE PACK, STANDARD CANOPY, OPEN WINDOW, REAR, STANDARD BELT, SEAT, 3'' MONITOR, NONE LEVER, MANUAL, FNR TIRES, 400/75-28, FS, MT, FOAM FENDER, FRONT COUPLER, MANUAL, IT LOADCHART, NACD, TL1055D WORKLIGHTS, NO A/C ROOF CAP TL1055D NORTH AMERICAN ORDER MANUAL, OPER. MAINT. ENGLISH CARRIAGE, STANDARD 50'' FORK, PALLET 2.36 X 4 X 48 1208C 4'x8' PLATFORM STAR INDUSTRIES ARROW FORK MOUNTED BUCKET 60'', 1.5 CYD TOTAL LIST PRICE $217,881 BUYBOARD MINIMUM 5% DISCOUNT #424-13 Sell Price$147,509.11 Total$147,509.11 WARRANTY Standard Warranty:12 Month / Unlimited Hour EXHIBIT 2 Accepted by___________________________________ on ____________________ ______________________________ Signature Thank you for your interest in Holt CAT and Caterpillar products for your business needs. This quotation is valid for 30 days, after which time we reserve the right to re-quote. If there are any questions, please do not hesitate to contact me. Sincerely, Bryan Nichols Machine Sales Representative Holt CAT Bryan.Nichols@holtcat.com 817.308.6612 EXHIBIT 2 EXHIBIT 2 EXHIBIT 2 EXHIBIT 3 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT THROUGH THE BUY BOARD COOPERATIVE PURCHASING NETWORK CONTRACT NUMBER 424-13 FOR THE ACQUISITION THREE (3) EXCAVATORS AND ONE (1) TELEHANDLER FOR THE CITY OF DENTON WATER DISTRIBUTION AND WATER PRODUCTION DEPARTMENTS; AND PROVIDING AN EFFECTIVE DATE (FILE 6284-AWARDED TO KIRBY SMITH MACHINERY, INC. IN THE NOT-TO-EXCEED AMOUNT OF $461,590). WHEREAS, pursuant to Ordinance 2005-034, the Buy Board Cooperative Purchasing Network has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Buy Board Cooperative Purchasing Network programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 6284 Kirby Smith Machinery, Inc. $461,590 SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to the Buy Board Cooperative Purchasing Network for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the Buy Board Cooperative Purchasing Network and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the Manager or his designated representative is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, EXHIBIT 3 conditions, specifications and standards contained in the Proposal submitted to the Buy Board Cooperative Purchasing Network, and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6284 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the items set forth in the referenced file number, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders or pursuant to a written contract made pursuant thereto as authorized herein SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this ________ day of ______________, 2016. ______________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1545,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:December 13, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDentonauthorizingtheCityManagerorhisdesigneeto executeacontractthroughtheBuyBoardCooperativePurchasingNetworkContractNumber430-13forthe acquisitionoffive(5)dumptrucks,one(1)haultruckandeight(8)refusetrucksforvariousCityofDenton Departments;andprovidinganeffectivedate(File6310-awardedtoRushTruckCenter,Craneinthenot-to- exceed amount of $2,203,790). FILE INFORMATION Thisitemisforthepurchaseoffourteen(14)Peterbilttrucks.ThesetrucksarePeterbiltmodels320,348and 567.Eleven(11)trucksarereplacementsforunitsthathavemetthereplacementcriteriabasedonage, maintenance,andmileage.Theseunitswillbereplacing2000to2011yearmodeltrucks.Three(3)trucksare additionsthatwereapprovedinthe2016-2017fiscalyearbudget.Therearesix(6)bodiestobemountedon chassisforfive(5)dumptrucksandone(1)rollofftruckbody.BuyBoardCooperativePurchasingNetwork Contract#430-13pricingwasobtainedforeachtruck.Aspreadsheetlistingeachtruck,thedepartmentitwill beusedfor,theprice,andfundingaccount#isincludedasExhibit1.TheBuyBoardquoteforeachtruckis also included in Exhibit 1. TheCityofDentonisstandardizingtoPeterbiltforClass7andClass8trucks(Exhibit2).TheRushTruck CenterNetworkwhichincludesRushTruckCenter,Crane,istheonlydistributorofPeterbilttrucksinTexas, and is considered a single source purchase (Exhibit 3). ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) ThePublicUtilitiesBoardwilldiscussthisitemonDecember12,2016forrecommendationtoforwardthis item to the City Council for consideration. RECOMMENDATION Awardthepurchaseoffourteen(14)PeterbiltTruckstoRushTruckCenter,Craneintheamountof $2,203,790. PRINCIPAL PLACE OF BUSINESS City of DentonPage 1 of 2Printed on 12/9/2016 powered by Legistar© File #:ID 16-1545,Version:1 Rush Truck Center, Crane San Antonio, TX ESTIMATED SCHEDULE OF PROJECT The purchase and delivery of the trucks will occur within 270 days of purchase order issuance. FISCAL INFORMATION ThePeterbiltTruckswillbepurchasedfromvariousdepartmentsoperatingaccountsasshownonExhibit1. Requisition #132047 has been entered in the Purchasing software system. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:1.1 Manage financial resources in a responsible manner EXHIBITS Exhibit 1: Vehicle List and Quotes Exhibit 2: Fleet Standardization Memo Exhibit 3: Peterbilt Sole Source Letter Exhibit 4: Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Terry Kader at 349-8729. City of DentonPage 2 of 2Printed on 12/9/2016 powered by Legistar© EXHIBIT 1 Vehicle List and Pricing Dept.ModelDescriptionAcquire StatusCostAccount Number Streets567Haul TruckReplacement$158,168 810303408.1355.30100 Solid Waste320CNG Side LoaderReplacement$166,593 660191595.1355.30100 Solid Waste320CNG Front LoaderReplacement$165,966 660186595.1355.30100 Water Distribution348Dump TruckReplacement$138,931 810306408.1355.30100 Solid Waste348Dump TruckReplacement$138,931 635091635.1355.30100 Streets348Dump TruckReplacement$138,931 810281444.1355.30100 Streets348Dump TruckAddition$138,931 810280444.1355.30100 Streets348Dump TruckAddition$138,931 810306408.1355.30100 Solid Waste567CNG Roll OffReplacement$232,641 660188595.1355.30100 Solid Waste567Rear LoaderReplacement$146,027 660192595.1355.30100 Solid Waste320Side LoaderReplacement$159,904 660189595.1355.30100 Solid Waste320Side LoaderReplacement$159,904 660190595.1355.30100 Solid Waste320Front LoaderReplacement$159,966 660185595.1355.30100 Solid Waste320Front LoaderAddition$159,966 660187595.1355.30100 Total$2,203,790 EXHIBIT 1 HAUL TRUCK PO Box 200105 San Antonio, TX 78220 Customer Proposal Letter 877-661-4511 Denton, City of 901-B Texas St Denton, TX 76201-4354 940-349-7100 Terry Kader Terry Kader, thank you for the opportunity to earn your business. We look forward to working with you on your business needs. Please accept the following proposal. Peterbilt5672016To Be Determined Make ____________ Model _______________ Year _______________ Stock Number ____________________________ 1/31/2017 Additional Vehicle and Accessories Description To be delivered on or about _________________ New 2017/8 Peterbilt model 567SB Tractor MX13 455hp complete unit, Allison trans, 20 front 46 rears. Bright Finish on aluminum components. Painted White. MX13 Paccar 5yr/200k Warranties, Allison 5yr warranty. Peterbilt Chassis warranty 2/200. Includes high volume 3 line wet kit and headache rack, full drive axle fenders ($12,850.00) available on BuyBoard Contract #430-13 QuantityTotal 1 TruckPriceperUnit $152,771.00$152,771.00 F.E.T.(Factory&DealerPaid) $0.00$0.00 NetSalesPrice $152,771.00$152,771.00 OptionalExtendedWarranty(ies) $5,347.00$5,347.00 StateSalesTax DocumentaryFee $50.00$50.00 AdministrationFee VehicleInventoryTax AdditionalTaxes TireRecyclingProgram BatteryDisposalFee OutofStateVehicleFee Rebate(s) TotalSalesPrice(IncludingRebate(s)) $158,168.00$158,168.00 TradeAllowance(seeDISCLAIMERBelow) $0.00 Sales Representative Hal Holloway signatureprinted name Purchaser signatureprinted name titledate Accepted by Sales Manager or General Manager signatureprinted name DISCLAIMER:AnyorderbasedonthisProposalsubjecttoCustomerexecutingDealer’sstandardformRetailPurchaseOrderincorporatingaboveterms.Anydocumentaryfees,statetax,title,registrationand licensefeessubjecttoadjustmentandchange.ActualF.E.T.tobepaidbyDealer,subjecttoadjustment.AnyF.E.T.variancewillberesponsibilityofDealer.Manufacturerhasreservedtherighttochangethe pricetoDealerofanyvehiclenotcurrentlyinDealer’sstock,withoutnoticetoDealer.IfQuotedVehicle(s)notcurrentlyinDealer’sstock,DealerreservesrighttochangeQuotationTotaltoreflectanyprice increasesfromManufacturer.ThisProposalisbaseduponDealer’scurrentandexpectedinventory,whichissubjecttochange.Dealernotobligatedtoretainanyspecificvehiclesinstock,normaintainany specificinventorylevel.DealershallnotbeobligatedtofulfillProposalineventquotedvehicle(s)notinstockoravailablewithinrequesteddeliveryscheduleattimeProposalaccepted.Dealershallnotbe liableforanydelayinprovidingorinabilitytoprovideQuotedVehicle(s),wheresuchinabilityordelayisdue,inwholeorinpart,toanycausebeyondthereasonablecontrolofDealeroriswithoutthegross negligenceorintendedmisconductofDealer.AbovelistedTradeValuebaseduponcurrentappraisalofTradeVehicle(s).DealermayadjustTradeValueofTradeVehicle(s)toreflectchangesincondition and/ormileageofTradeVehicle(s)betweendateofcurrentappraisalandacceptanceofthisProposalbyCustomer. RTCQ-300-7/12 Printedon11/10/2016at2:23PM. EXHIBIT 1 CNG SIDE LOADER REFUSE TRUCK Customer Proposal Letter EXHIBIT 1 CNG FRONT LOADER REFUSE TRUCK PO Box 200105 San Antonio, TX 78220 Customer Proposal Letter 877-661-4511 Denton, City of 901-B Texas St Denton, TX 76201-4354 940-349-7100 Terry Kader Terry Kader, thank you for the opportunity to earn your business. We look forward to working with you on your business needs. Please accept the following proposal. Peterbilt3202017To Be Determined Make ____________ Model _______________ Year _______________ Stock Number ____________________________ 3/15/2017 Additional Vehicle and Accessories Description To be delivered on or about _________________ New 2017 Petebilt 320LH ISL-G for CFL, includes 5yr Allison w-Retarder, Peterbilt 2/200 chassis warranty, Cummins 5/200 Plan 1 Engine warranty included. Includes foam and Dual AC installed in Phoenix. Available on BuyBoard contract #430-13. QuantityTotal 1 TruckPriceperUnit $158,306.00$158,306.00 F.E.T.(Factory&DealerPaid) $0.00$0.00 NetSalesPrice $158,306.00$158,306.00 OptionalExtendedWarranty(ies) $7,610.00$7,610.00 StateSalesTax DocumentaryFee $50.00$50.00 AdministrationFee VehicleInventoryTax AdditionalTaxes TireRecyclingProgram BatteryDisposalFee OutofStateVehicleFee Rebate(s) TotalSalesPrice(IncludingRebate(s)) $165,966.00$165,966.00 TradeAllowance(seeDISCLAIMERBelow) $0.00 Sales Representative Hal Holloway signatureprinted name Purchaser signatureprinted name titledate Accepted by Sales Manager or General Manager signatureprinted name DISCLAIMER:AnyorderbasedonthisProposalsubjecttoCustomerexecutingDealer’sstandardformRetailPurchaseOrderincorporatingaboveterms.Anydocumentaryfees,statetax,title,registrationand licensefeessubjecttoadjustmentandchange.ActualF.E.T.tobepaidbyDealer,subjecttoadjustment.AnyF.E.T.variancewillberesponsibilityofDealer.Manufacturerhasreservedtherighttochangethe pricetoDealerofanyvehiclenotcurrentlyinDealer’sstock,withoutnoticetoDealer.IfQuotedVehicle(s)notcurrentlyinDealer’sstock,DealerreservesrighttochangeQuotationTotaltoreflectanyprice increasesfromManufacturer.ThisProposalisbaseduponDealer’scurrentandexpectedinventory,whichissubjecttochange.Dealernotobligatedtoretainanyspecificvehiclesinstock,normaintainany specificinventorylevel.DealershallnotbeobligatedtofulfillProposalineventquotedvehicle(s)notinstockoravailablewithinrequesteddeliveryscheduleattimeProposalaccepted.Dealershallnotbe liableforanydelayinprovidingorinabilitytoprovideQuotedVehicle(s),wheresuchinabilityordelayisdue,inwholeorinpart,toanycausebeyondthereasonablecontrolofDealeroriswithoutthegross negligenceorintendedmisconductofDealer.AbovelistedTradeValuebaseduponcurrentappraisalofTradeVehicle(s).DealermayadjustTradeValueofTradeVehicle(s)toreflectchangesincondition and/ormileageofTradeVehicle(s)betweendateofcurrentappraisalandacceptanceofthisProposalbyCustomer. RTCQ-300-7/12 Printedon10/11/2016at8:11AM. EXHIBIT 1 DUMP TRUCK Customer Proposal Letter EXHIBIT 1 CNG ROLL OFF REFUSE TRUCK PO Box 200105 San Antonio, TX 78220 Customer Proposal Letter 877-661-4511 Denton, City of 901-B Texas St Denton, TX 76201-4354 940-349-7100 Terry Kader Terry Kader, thank you for the opportunity to earn your business. We look forward to working with you on your business needs. Please accept the following proposal. Peterbilt5672017To Be Determined Make ____________ Model _______________ Year _______________ Stock Number ____________________________ 3/31/2017 Additional Vehicle and Accessories Description To be delivered on or about _________________ New 2016/7 Peterbilt model 567SB X12-Gas engine, Allison trans, 20 front 46 rear Painted Sirius White. 5/200 Engine warranty, 5yr Allison warranty, 2/200 Peterbilt Chassis warranty, Install Momentum fuel System in Denton, TX $33,869.00 included in this quote. Wastequip to provide install of GalBreath AF60 Hoist Mount $40735.00 included in this quote. Available on BuyBoard Contract #430-13 QuantityTotal 1 TruckPriceperUnit $226,869.00$226,869.00 F.E.T.(Factory&DealerPaid) $0.00$0.00 NetSalesPrice $226,869.00$226,869.00 OptionalExtendedWarranty(ies) $5,722.00$5,722.00 StateSalesTax DocumentaryFee $50.00$50.00 AdministrationFee VehicleInventoryTax AdditionalTaxes TireRecyclingProgram BatteryDisposalFee OutofStateVehicleFee Rebate(s) TotalSalesPrice(IncludingRebate(s)) $232,641.00$232,641.00 TradeAllowance(seeDISCLAIMERBelow) $0.00 Sales Representative Hal Holloway signatureprinted name Purchaser signatureprinted name titledate Accepted by Sales Manager or General Manager signatureprinted name DISCLAIMER:AnyorderbasedonthisProposalsubjecttoCustomerexecutingDealer’sstandardformRetailPurchaseOrderincorporatingaboveterms.Anydocumentaryfees,statetax,title,registrationand licensefeessubjecttoadjustmentandchange.ActualF.E.T.tobepaidbyDealer,subjecttoadjustment.AnyF.E.T.variancewillberesponsibilityofDealer.Manufacturerhasreservedtherighttochangethe pricetoDealerofanyvehiclenotcurrentlyinDealer’sstock,withoutnoticetoDealer.IfQuotedVehicle(s)notcurrentlyinDealer’sstock,DealerreservesrighttochangeQuotationTotaltoreflectanyprice increasesfromManufacturer.ThisProposalisbaseduponDealer’scurrentandexpectedinventory,whichissubjecttochange.Dealernotobligatedtoretainanyspecificvehiclesinstock,normaintainany specificinventorylevel.DealershallnotbeobligatedtofulfillProposalineventquotedvehicle(s)notinstockoravailablewithinrequesteddeliveryscheduleattimeProposalaccepted.Dealershallnotbe liableforanydelayinprovidingorinabilitytoprovideQuotedVehicle(s),wheresuchinabilityordelayisdue,inwholeorinpart,toanycausebeyondthereasonablecontrolofDealeroriswithoutthegross negligenceorintendedmisconductofDealer.AbovelistedTradeValuebaseduponcurrentappraisalofTradeVehicle(s).DealermayadjustTradeValueofTradeVehicle(s)toreflectchangesincondition and/ormileageofTradeVehicle(s)betweendateofcurrentappraisalandacceptanceofthisProposalbyCustomer. RTCQ-300-7/12 Printedon11/10/2016at1:09PM. EXHIBIT 1 REAR LOADER REFUSE TRUCK PO Box 200105 San Antonio, TX 78220 Customer Proposal Letter 877-661-4511 Denton, City of 901-B Texas St Denton, TX 76201-4354 940-349-7100 Terry Kader Terry Kader, thank you for the opportunity to earn your business. We look forward to working with you on your business needs. Please accept the following proposal. Peterbilt5672017To Be Determined Make ____________ Model _______________ Year _______________ Stock Number ____________________________ 8/15/2016 Additional Vehicle and Accessories Description To be delivered on or about _________________ New 2017-8 Peterbilt model 567SB MX11 Paccar engine, Allison trans, 20 front 46 rear Painted Sirius White. 5/200 Engine and After Treatment warranty, 5yr Allison warranty, 2/200 Peterbilt Chassis warranty, Wastequip will install at CVS Denton. Available on BuyBoard Contract 430-13 QuantityTotal 1 TruckPriceperUnit $141,206.00$141,206.00 F.E.T.(Factory&DealerPaid) $0.00$0.00 NetSalesPrice $141,206.00$141,206.00 OptionalExtendedWarranty(ies) $4,771.00$4,771.00 StateSalesTax DocumentaryFee $50.00$50.00 AdministrationFee VehicleInventoryTax AdditionalTaxes TireRecyclingProgram BatteryDisposalFee OutofStateVehicleFee Rebate(s) TotalSalesPrice(IncludingRebate(s)) $146,027.00$146,027.00 TradeAllowance(seeDISCLAIMERBelow) $0.00 Sales Representative Hal Holloway signatureprinted name Purchaser signatureprinted name titledate Accepted by Sales Manager or General Manager signatureprinted name DISCLAIMER:AnyorderbasedonthisProposalsubjecttoCustomerexecutingDealer’sstandardformRetailPurchaseOrderincorporatingaboveterms.Anydocumentaryfees,statetax,title,registrationand licensefeessubjecttoadjustmentandchange.ActualF.E.T.tobepaidbyDealer,subjecttoadjustment.AnyF.E.T.variancewillberesponsibilityofDealer.Manufacturerhasreservedtherighttochangethe pricetoDealerofanyvehiclenotcurrentlyinDealer’sstock,withoutnoticetoDealer.IfQuotedVehicle(s)notcurrentlyinDealer’sstock,DealerreservesrighttochangeQuotationTotaltoreflectanyprice increasesfromManufacturer.ThisProposalisbaseduponDealer’scurrentandexpectedinventory,whichissubjecttochange.Dealernotobligatedtoretainanyspecificvehiclesinstock,normaintainany specificinventorylevel.DealershallnotbeobligatedtofulfillProposalineventquotedvehicle(s)notinstockoravailablewithinrequesteddeliveryscheduleattimeProposalaccepted.Dealershallnotbe liableforanydelayinprovidingorinabilitytoprovideQuotedVehicle(s),wheresuchinabilityordelayisdue,inwholeorinpart,toanycausebeyondthereasonablecontrolofDealeroriswithoutthegross negligenceorintendedmisconductofDealer.AbovelistedTradeValuebaseduponcurrentappraisalofTradeVehicle(s).DealermayadjustTradeValueofTradeVehicle(s)toreflectchangesincondition and/ormileageofTradeVehicle(s)betweendateofcurrentappraisalandacceptanceofthisProposalbyCustomer. RTCQ-300-7/12 Printedon11/10/2016at2:13PM. EXHIBIT 1 SIDE LOADER REFUSE TRUCK PO Box 200105 San Antonio, TX 78220 Customer Proposal Letter 877-661-4511 Denton, City of 901-B Texas St Denton, TX 76201-4354 940-349-7100 Terry Kader Terry Kader, thank you for the opportunity to earn your business. We look forward to working with you on your business needs. Please accept the following proposal. Peterbilt3202017To Be Determined Make ____________ Model _______________ Year _______________ Stock Number ____________________________ 3/31/2017 Additional Vehicle and Accessories Description To be delivered on or about _________________ New 2017-8 Petebilt 320RH MX11 Diesel for ASL 5yr Allison w/ Retarder, Peterbilt 2/200 chassis warranty, Cummins 5/300 Plan 1 Engine and aftertreatment warranty included. Delivered to Dadee Mfg in Phoenix, unit available on BuyBoard Quote 430-13 Includes foam and Dual AC installed in Phoenix. QuantityTotal 2 TruckPriceperUnit $152,902.00$305,804.00 F.E.T.(Factory&DealerPaid) $0.00$0.00 NetSalesPrice $152,902.00$305,804.00 OptionalExtendedWarranty(ies) $6,952.00$13,904.00 StateSalesTax DocumentaryFee $50.00$100.00 AdministrationFee VehicleInventoryTax AdditionalTaxes TireRecyclingProgram BatteryDisposalFee OutofStateVehicleFee Rebate(s) TotalSalesPrice(IncludingRebate(s)) $159,904.00$319,808.00 TradeAllowance(seeDISCLAIMERBelow) $0.00 Sales Representative Hal Holloway signatureprinted name Purchaser signatureprinted name titledate Accepted by Sales Manager or General Manager signatureprinted name DISCLAIMER:AnyorderbasedonthisProposalsubjecttoCustomerexecutingDealer’sstandardformRetailPurchaseOrderincorporatingaboveterms.Anydocumentaryfees,statetax,title,registrationand licensefeessubjecttoadjustmentandchange.ActualF.E.T.tobepaidbyDealer,subjecttoadjustment.AnyF.E.T.variancewillberesponsibilityofDealer.Manufacturerhasreservedtherighttochangethe pricetoDealerofanyvehiclenotcurrentlyinDealer’sstock,withoutnoticetoDealer.IfQuotedVehicle(s)notcurrentlyinDealer’sstock,DealerreservesrighttochangeQuotationTotaltoreflectanyprice increasesfromManufacturer.ThisProposalisbaseduponDealer’scurrentandexpectedinventory,whichissubjecttochange.Dealernotobligatedtoretainanyspecificvehiclesinstock,normaintainany specificinventorylevel.DealershallnotbeobligatedtofulfillProposalineventquotedvehicle(s)notinstockoravailablewithinrequesteddeliveryscheduleattimeProposalaccepted.Dealershallnotbe liableforanydelayinprovidingorinabilitytoprovideQuotedVehicle(s),wheresuchinabilityordelayisdue,inwholeorinpart,toanycausebeyondthereasonablecontrolofDealeroriswithoutthegross negligenceorintendedmisconductofDealer.AbovelistedTradeValuebaseduponcurrentappraisalofTradeVehicle(s).DealermayadjustTradeValueofTradeVehicle(s)toreflectchangesincondition and/ormileageofTradeVehicle(s)betweendateofcurrentappraisalandacceptanceofthisProposalbyCustomer. RTCQ-300-7/12 Printedon10/11/2016at8:39AM. EXHIBIT 1 FRONT LOAD REFUSE TRUCK PO Box 200105 San Antonio, TX 78220 Customer Proposal Letter 877-661-4511 Denton, City of 901-B Texas St Denton, TX 76201-4354 940-349-7100 Terry Kader Terry Kader, thank you for the opportunity to earn your business. We look forward to working with you on your business needs. Please accept the following proposal. Peterbilt3202017To Be Determined Make ____________ Model _______________ Year _______________ Stock Number ____________________________ 3/31/2017 Additional Vehicle and Accessories Description To be delivered on or about _________________ New 2017-8 Petebilt 320LH MX11 Diesel for CFL 5yr Allison w/ Retarder, Peterbilt 2/200 chassis warranty, Paccar 5/200 Plan 1 Engine and aftertreatment warranty included. Delivered to Dadee Mfg in Phoenix, unit available on BuyBoard Quote 430-13 Includes foam and Dual AC installed in Phoenix. QuantityTotal 2 TruckPriceperUnit $153,965.00$307,930.00 F.E.T.(Factory&DealerPaid) $0.00$0.00 NetSalesPrice $153,965.00$307,930.00 OptionalExtendedWarranty(ies) $5,951.00$11,902.00 StateSalesTax DocumentaryFee $50.00$100.00 AdministrationFee VehicleInventoryTax AdditionalTaxes TireRecyclingProgram BatteryDisposalFee OutofStateVehicleFee Rebate(s) TotalSalesPrice(IncludingRebate(s)) $159,966.00$319,932.00 TradeAllowance(seeDISCLAIMERBelow) $0.00 Sales Representative Hal Holloway signatureprinted name Purchaser signatureprinted name titledate Accepted by Sales Manager or General Manager signatureprinted name DISCLAIMER:AnyorderbasedonthisProposalsubjecttoCustomerexecutingDealer’sstandardformRetailPurchaseOrderincorporatingaboveterms.Anydocumentaryfees,statetax,title,registrationand licensefeessubjecttoadjustmentandchange.ActualF.E.T.tobepaidbyDealer,subjecttoadjustment.AnyF.E.T.variancewillberesponsibilityofDealer.Manufacturerhasreservedtherighttochangethe pricetoDealerofanyvehiclenotcurrentlyinDealer’sstock,withoutnoticetoDealer.IfQuotedVehicle(s)notcurrentlyinDealer’sstock,DealerreservesrighttochangeQuotationTotaltoreflectanyprice increasesfromManufacturer.ThisProposalisbaseduponDealer’scurrentandexpectedinventory,whichissubjecttochange.Dealernotobligatedtoretainanyspecificvehiclesinstock,normaintainany specificinventorylevel.DealershallnotbeobligatedtofulfillProposalineventquotedvehicle(s)notinstockoravailablewithinrequesteddeliveryscheduleattimeProposalaccepted.Dealershallnotbe liableforanydelayinprovidingorinabilitytoprovideQuotedVehicle(s),wheresuchinabilityordelayisdue,inwholeorinpart,toanycausebeyondthereasonablecontrolofDealeroriswithoutthegross negligenceorintendedmisconductofDealer.AbovelistedTradeValuebaseduponcurrentappraisalofTradeVehicle(s).DealermayadjustTradeValueofTradeVehicle(s)toreflectchangesincondition and/ormileageofTradeVehicle(s)betweendateofcurrentappraisalandacceptanceofthisProposalbyCustomer. RTCQ-300-7/12 Printedon10/11/2016at7:28AM. EXHIBIT 3 , 201 City of Denton, TX Materials Management 901-B Texas St Denton, TX 76209 RE: Peterbilt To Whom It May Concern: This letter confirms that Rush Truck Centers of Texas, LP, is the sole authorized Peterbilt dealer with all 21 Peterbilt locations in the state of Texas, with an area of responsibility (AOR) that includes the entire State of Texas, and is the exclusive provider of warranty services on Peterbilt vehicles in this area. The division with responsibility for your Peterbilt purchases is Rush Crane and Refuse Systems, International Should you have any questions or wish to discuss this matter further, please to contact me at (210) 901-7209 Sincerely, Gregg Wilkinson Sales Manager Rush Truck Centers of Texas, LP dba Rush Crane and Refuse Systems, Int. EXHIBIT 4 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT THROUGH THE BUY BOARD COOPERATIVE PURCHASING NETWORK CONTRACT NUMBER 430-13 FOR THE ACQUISITION OF FIVE (5) DUMP TRUCKS, ONE (1) HAUL TRUCK AND EIGHT (8) REFUSE TRUCKS FOR THE VARIOUS CITY OF DENTON DEPARTMENTS; AND PROVIDING AN EFFECTIVE DATE (FILE 6210-AWARDED TO RUSH TRUCK CENTER, CRANE IN THE NOT-TO-EXCEED AMOUNT OF $2,203,790). WHEREAS, pursuant to Ordinance 2005-034, the Buy Board Cooperative Purchasing Network has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Buy Board Cooperative Purchasing Network programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 6310 Rush Truck Center, Crane $2,203,790 SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to the Buy Board Cooperative Purchasing Network for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the Buy Board Cooperative Purchasing Network and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the Manager or his designated representative is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, EXHIBIT 4 conditions, specifications and standards contained in the Proposal submitted to the Buy Board Cooperative Purchasing Network, and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6310 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the items set forth in the referenced file number, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders or pursuant to a written contract made pursuant thereto as authorized herein SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this ________ day of ______________, 2016. ______________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1546,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:December 13, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDentonauthorizingtheCityManagerorhisdesigneeto executeacontractthroughtheHouston-GalvestonAreaCouncilofGovernments(H-GAC)Cooperative PurchasingProgramfortheacquisitionofone(1)wheelloaderfortheCityofDentonBeneficialReuse department;andprovidinganeffectivedate(File6307-awardedtoRomcoEquipmentCo.inthenot-to-exceed amount of $356,299). FILE INFORMATION Thisitemisforthereplacementofa2006VolvomodelL180EwheelloaderthathasmettheFleet department’sreplacementcriteriabasedonage,hours,andmaintenancecosts.ThereplacementisaVolvo modelL180HloaderwhichwasapprovedintheFiscalYear2016-2017budget.Thisequipmentisusedto movecompostfortheBeneficialReusedepartmentandalsoinloadingthecompostintocustomer’svehicles. TheCityofDentonfleethasbeenstandardizedtoVolvowheelloaderssince2006.RomcoEquipmentCo.is theareadealershipforthisproductline(Exhibit2).TheequipmentwillbepurchasedthroughtheHouston Galveston Area Purchasing Network contract# EM06-15. ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) ThePublicUtilitiesBoardwilldiscussthisitemonDecember12,2016forrecommendationtoforwardthis item to the City Council for consideration. RECOMMENDATION Awardthepurchaseofone(1)wheelloadertoRomcoEquipmentCo.inthenot-to-exceedamountof $356,299. PRINCIPAL PLACE OF BUSINESS Romco Equipment Co. Fort Worth, TX ESTIMATED SCHEDULE OF PROJECT City of DentonPage 1 of 2Printed on 12/9/2016 powered by Legistar© File #:ID 16-1546,Version:1 The purchase and delivery of the equipment will occur within 30 days of purchase order issuance. FISCAL INFORMATION Thewheelloader(FleetID#BS1736)willbefundedfromSolidWasteCapitalFundaccount# 645075545.1355.30100. Requisition# 132026 has been entered in the Purchasing software system. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:1.1 Manage financial resources in a responsible manner EXHIBITS Exhibit 1: Wheel Loader Quote Exhibit 2: Standardization Memo Exhibit 3: Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Terry Kader at 349-8729. City of DentonPage 2 of 2Printed on 12/9/2016 powered by Legistar© EXHIBIT 1 Contract#EM06-15 EXHIBIT 3 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT THROUGH THE HOUSTON-GALVESTON AREA COUNCIL OF GOVERNMENTS (H-GAC) COOPERATIVE PURCHASING PROGRAM FOR THE ACQUISITION OF ONE (1) WHEEL LOADER FOR THE CITY OF DENTON BENEFICIAL REUSE DEPARTMENT; AND PROVIDING AN EFFECTIVE DATE (FILE 6307-AWARDED TO ROMCO EQUIPMENT CO. IN THE NOT-TO-EXCEED AMOUNT OF $356,299). WHEREAS, pursuant to Ordinance 95-107, the Houston-Galveston Area Council of Government (H-GAC) has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Houston-Galveston Area Council of Government (H-GAC) programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the numbered items in the following numbered file for materials, equipment, supplies, or services, are hereby approved. FILE NUMBER VENDOR AMOUNT 6307 Romco Equipment Co. $356,299 SECTION 2. That by the acceptance and approval of the above numbered items set forth in the referenced file, the City accepts the offer of the persons submitting the bids to the H- GAC for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the H-GAC, and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the attached purchase orders wish to enter into a formal written agreement as a result of by H-GAC, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the EXHIBIT 3 Proposal submitted to H- orders, and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6307 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated items, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. That this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this ________ day of ______________, 2016. ______________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1547,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:December 13, 2016 SUBJECT ConsideradoptionofanordinanceauthorizingtheCityManagertoexecuteaprofessionalservicesagreement forMedicalControlServicesfortheFireDepartment,andprovidinganeffectivedate(File6253-awardedto Questcare Medical Services, PLLC in the three (3) year not-to-exceed amount of $218,925). FILE INFORMATION ThisRequestforQualifications(RFQ)isformedicaldirectionservicesprovidedtotheDentonFireDepartment asrequiredbytheTexasDepartmentofStateHealthServices(DSHS).TheFireDepartmentemploys ParamedicsandEmergencyMedicalTechnicians(EMT)toprovideemergencymedicalresponsewithinthe CityofDenton.Toperformemergencymedicalservices,DSHSrequiresthatParamedicsandEMTsoperate under the direction and board certification of an Emergency Medical Physician. Medicaldirectionwillbegivenprimarilyintwomethods:on-linemedicaldirection,whichwillprimarilybe actualcommunicationsbetweentheMedicalDirectorandFireDepartmentpersonnel;andoff-linemedical direction, which will include additional administrative duties of the Medical Director. Essentialdutiesofon-linemedicaldirectionincludetheabilityforParamedicsandEMTstocontactthe medicaldirectorordesignee24hoursperday,7daysperweek,365daysperyear,forthepurposeofreceiving physician’sorders.Inaddition,themedicaldirectormusthavetheabilitytoreceive12-leadelectrocardiogram data transmitted from the Fire Department. Essentialdutiesofoff-linemedicaldirectionincludethedevelopmentofmedicalprotocols,theprovisionof quarterlycontinuingeducationtraining,andadhocspecialtycourseinstruction.Inaddition,thiscontract stipulatestheimplementationofaclinicalqualityassuranceandqualityimprovementprogramandthe developmentofaskillsreview.Lastly,theoff-lineservicesincludetheDrugEnforcementAgencyphysician’s licensure for the procurement and administration of controlled substances and related medical equipment. DuetotheaccessibilitytotwomajorhospitalfacilitiesinDenton,aRequestforQualifications(RFQ)was issuedtoengageaMedicalDirectortoofferhisorherprofessionalservicestotheCity.Inaddition,thescope ofserviceswereplacedontheMaterialsManagementwebsiteforprospectiveserviceproviderstodownload andadvertisedinthelocalnewspaper.Outof111potentialrespondentswhoreceivedtheRFQ,tworesponses City of DentonPage 1 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1547,Version:1 weresubmitted.AcommitteeofthreebattalionchiefsevaluatedthetwoStatementofQualificationsbasedon thescoringcriteriashowninExhibit1.Theprimaryphysicianfromthetoprankedfinalist,QuestcareMedical Services,PLLC(Questcare),aphysiciansgroup,wasinterviewedbytheevaluatorsandtheFireChief.Based onthescopeofservicesmodificationsthatwerediscussedduringtheinterview,Questcaresubmittedtheirprice proposal.ThepricingwasthennegotiatedbyCitystaff,whichresultedinaBestandFinalOffer(BAFO) savingsof$10,000.ThepricingsheetisincludedasExhibit2.TheFireDepartmenthasreceivedreliable servicesfromQuestcareoverthepastnineyears.QuestcareisaffiliatedwiththeDentonRegionalMedical Center.Tomaintainprofessionalservicescontinuity,staffrecommendstheawardofthisAgreementto Questcare. RECOMMENDATION StaffrecommendsawardingaprofessionalservicesagreementformedicaldirectionserviceswithQuestcare MedicalServices,PLLCinthethree-yearnot-to-exceedamountof$218,925.Thisamountincludesan$8,425 contingency for additional services that may be needed. PRINCIPAL PLACE OF BUSINESS Questcare Medical Services, PLLC (“Questcare”) Dallas, TX ESTIMATED SCHEDULE OF PROJECT ThenewmedicaldirectionservicescontractwillbeginJanuary1,2017.Thisisaninitialone(1)yearcontract withoptionstoextendthecontractfortwo(2)additionalone(1)yearperiods,withalltermsandconditions remaining the same. FISCAL INFORMATION Fundingforon-lineandoff-linemedicaldirectionwasapprovedforFiscalYear2016-2017andwillbecharged to320100.7890forthefirstyearofservicesasprescribedinthecontract.Requisition#132174hasbeenentered into the Purchasing software system. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Safe, Liveable & Family-Friendly Community Related Goal:4.1 Enhance public safety in the community EXHIBITS Exhibit 1: Evaluation and Ranking Sheet Exhibit 2: Pricing Sheet City of DentonPage 2 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1547,Version:1 Exhibit 3: Ordinance Exhibit 4: Contract Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Brad Lahart at 349-8873. City of DentonPage 3 of 3Printed on 12/9/2016 powered by Legistar© EXHIBIT 1 wCv ЏЋЎЌ aĻķźĭğƌ /ƚƓƷƩƚƌ {ĻƩǝźĭĻƭ ŅƚƩ 5ĻƓƷƚƓ CźƩĻ 5ĻƦğƩƷƒĻƓƷ wĻƭƦƚƓƭĻ 5ǒĻ 5ğƷĻʹ hĭƷƚĬĻƩ ЋЎͲ ЋЉЊЏ 9ǝğƌǒğƷźƚƓ {ĭƚƩźƓŭ ğƓķ wğƓƉźƓŭ vǒĻƭƷĭğƩĻ5Ʃ͵ ğƒğķğ /ƩźƷĻƩźğ Њ 1715 Demonstrated experience, qualifications, and credentials of the responding firm and key personnel (20%) /ƩźƷĻƩźğ Ћ 188 Indentification and Understanding of the CODs requirements (20%) /ƩźƷĻƩźğ Ќ 5238 Past Performance and demonstrated capability on contracts with FDs of this size and complexity (60%) ƚƷğƌБАЏЊ Key Observations: The top ranked finalist received higher scores due to the following qualifications: -Meets all requirements as defined in the RFQ's scope of services -Affiliation with local hospital, including the backup physician -Maintains a dedicated phone line with recordings for EMS personnel correspondence -Strong advocacy for the Fire Department's quality assurance and quality improvement's program -Ongoing and frequent EMS protocol review and updates EXHIBIT 3 ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR MEDICAL CONTROL SERVICES FOR THE FIRE DEPARTMENT, AND PROVIDING AN EFFECTIVE DATE (FILE 6253AWARDED TO QUESTCARE MEDICAL SERVICES, PLLC IN THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $218,925). WHEREAS, is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, The fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional ass provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the City Manager is hereby authorized to enter into a professional service contract with Questcare Medical Services, PLLC, to provide professional Medical Control Services for the City of Denton Fire Department, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFQ 6253to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5.This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2016. ______________________________ CHRIS WATTS, MAYOR EXHIBIT 3 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY:_________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY:_________________________________ DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ DƩğƓźĭǒƭ ϔ hƩķźƓğƓĭĻ ϔ DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 PROFESSIONAL SERVICES AGREEMENT FOR MEDICAL CONTROL SERVICES FOR FIRE DEPARTMENT STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT is made and entered into on ________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called ÐOWNERÑ and Questcare Medical Services, PLLC, with its corporate office at 12221 Merit Drive, Dallas, Texas 75251, hereinafter called ÐCONSULTANT,Ñ acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, (herein describe project) ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: A.The CONSULTANT shall perform all those services as necessary and as described in the OWNERÓs Request for Qualifications (RFQ) No. 6253, which is attached hereto and made a part hereof as Exhibit ÐAÑ as if written word for word herein. B.To perform all those services set forth in CONSULTANTÓs response, Statement of Qualifications and Price Proposal, to the aforementioned RFQ No. 6253, which proposal is attached hereto and made a part hereof as Exhibit ÐBÑ as if written word for word herein. C.If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits. DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon issue of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its City Manager or his designee. ARTICLE V COMPENSATION A.COMPENSATION TERMS: 1.Ð On-Line Medical Direction Ñ is defined as expense s incurred by the CONSULTANT for services in the nature of on-line services as described in Section 1 of the RFQ No. 6253 Scope of Work/Technical Specifications (Exhibit A). 2.Ð Off-Line Medical Direction Ñ is defined as that expense s for any assignment incurred by the CONSULTANT for services in the nature of off-line services as described in Section 2 of the RFQ No. 6253 Scope of Work/Technical Specifications (Exhibit A). B.BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit ÐCÑ which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for on-line and off-line medical direction expenses not to exceed $218,925. Partial payments to the CONSULTANT will be made on the basis of detailed bi-annual statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any bi-annual statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. Page 2 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III ÐAdditional Services,Ñ without obtaining prior written authorization from the OWNER. C.ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit ÐC.Ñ Payments for additional services shall be due and payable upon submission by the CONSULTANT, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D.PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANTÓs undisputed statement thereof, the amounts due the CONSULTANT will be increased by th the rate of one percent (1%) per month from the said thirtieth (30) day, and, in addition, the CONSULTANT may, after giving seven (7) daysÓ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) set forth herein if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, ÐCompensation.Ñ E.Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator as identified in the Notice to Proceed. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. Page 3 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANTÓs subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNERÓs use of these documents in other projects shall be at OWNERÓs sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE IX INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the OWNER, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the partiesÓ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE X INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: Page 4 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 A.Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. B.Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. C.WorkerÓs Compensation Insurance in accordance with statutory requirements, and EmployersÓ Liability Insurance with limits of not less than $100,000 for each accident. D.Medical Malpractice Liability Insurance with limits of not less than $1,500,000 aggregate per person. E.The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNERÓs request to evidence such coverages. The General Liability and Auto Liability insurance policies shall name the OWNER as an additional insured. CONSULTANT shall endeavor to provide OWNER with any cancellation or modification to its insurance policies. ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution, such as mediation. No arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving one partyÓs disagreement, may include the other party to the disagreement without the otherÓs approval. ARTICLE XII TERMINATION OF AGREEMENT A.Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) daysÓ advance written notice to the other party. B.This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C.If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final Page 5 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V ÐCompensation.Ñ Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XIII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIV NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) daysÓ mailing: To CONSULTANT: To OWNER: Questcare Medical, PLLC City of Denton 12221 Merit Drive Attn: Purchasing Department Dallas, Texas 75251 215 East McKinney Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) daysÓ mailing. ARTICLE XV ENTIRE AGREEMENT This Agreement, consisting of twenty (20) pages and two (2) exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. Page 6 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 ARTICLE XVI SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVII COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. ARTICLE XVIII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE XIX PERSONNEL A.The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B.All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XX ASSIGNABILITY The CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. Page 7 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 ARTICLE XXI MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXII MISCELLANEOUS A.The following exhibits are attached to and made a part of this Agreement: (list exhibits) B.The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during 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 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNERÓS sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. C.Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. D.For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Thomas Olmsted, DO. However, nothing herein shall limit Page 8 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 CONSULTANT from using other qualified and competent members of its firm to perform the services required herein. E.CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. F.The OWNER shall assist the CONSULTANT by placing at the CONSULTANTÓs disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. G.The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. Page 9 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this the _______ day of ________________, 2016. CITY OF DENTON, TEXAS ___________________________________________ HOWARD MARTIN, INTERIM CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ CONSULTANT __________________________________ AUTHORIZED SIGNATURE, TITLE WITNESS: __________________________________ TEXAS ETHICS COMMISSION BY: __________________________________ CERTIFICATE NUMBER Page 10 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: 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 Page 11 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date. Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. Page 12 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 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 $1,000,000.00shall 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 umbrella 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 this 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 contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 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 auto, or all owned, hired and non-owned autos. DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 \[X\] Workers Ó Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer'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 subrogation 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 Worker's 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 limits will be at least combined bodily injury and property damage per occurrence with a aggregate. \[ \] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. \[ \] Builders' Risk Insurance Builders' 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. \[ \] Commercial Crime Provides 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 ÐblanketÑ basis to cover all employees, 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. \[X\] Additional Insurance Î Medical Malpractice 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 Page 14 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Page 15 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 ATTACHMENT 1 \[X\] Workers Ó 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 commission, 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 project - 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. "Services" 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 vendors, 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 contract. 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 showing that coverage has been extended. E.The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1)a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and Page 16 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 2)no later than seven days after receipt by the contractor, 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. 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 the 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 person 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 amounts 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 coverage 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 the contractor: a)certificate of coverage, prior to the other person beginning work on the project; and 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 delivery, 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 Page 17 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 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 representing 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 classification 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.The contracto rÓs 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. Page 18 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1.Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2.Register utilizing the tutorial provided by the State 3.Print a copy of the completed Form 1295 4.Enter the Certificate Number on signature page. 5.Sign and notarize the Form 1295 6.Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Î Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics CommissionÓs website within seven business days. DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 Exhibit A /źƷǤ ƚŅ 5ĻƓƷƚƓƭ wĻƨǒĻƭƷ ŅƚƩ vǒğƌźŅźĭğƷźƚƓƭ No. 6253 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 Materials Management Department 901-B Texas Street Denton, Texas 76209 REQUEST FOR QUALIFICATIONS RFQ 6253 PROFESSIONAL SERVICES FOR MEDICAL CONTROL SERVICES FOR THE CITY OF DENTON FIRE DEPARTMENT NIGP CLASS and ITEM 918 78 990 37 Issue Date: October 3, 2016 Response due Date and Time (Central Time): Tuesday, October 25, 2016, 11:00 A.M. The City highly recommends that respondents do not wait until minutes before the due date and time to email a submission. It can take significant time for the submissions to reach the City. DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton RFQ 6253 for Medical Control Services Table of Contents 1. INTRODUCTION ....................................................................................................................................................... 3 2. SERVICE DESCRIPTION ......................................................................................................................................... 3 3. MINIMUM QUALIFICATIONS ................................................................................................................................ 3 4. SCHEDULE OF EVENTS .......................................................................................................................................... 4 5. PRE-SUBMITTAL CONFERENCE .......................................................................................................................... 4 6. CONTRACT TERM ................................................................................................................................................... 4 7. PRICING ..................................................................................................................................................................... 4 8. ADDENDA ................................................................................................................................................................. 5 9. BUSINESS OVERVIEW ............................................................................................................................................ 5 10. STATEMENT OF QUALIFICATIONS ..................................................................................................................... 5 11. EXCEPTIONS ............................................................................................................................................................ 6 12. SCHEDULE AND BUDGET COMPLIANCE SCHEDULE ..................................................................................... 6 13. REFERENCES ............................................................................................................................................................ 6 14. DISCLOSURES .......................................................................................................................................................... 6 15. ACKNOWLEDGEMENT ........................................................................................................................................... 7 16. SUBMITTAL INSTRUCTIONS ................................................................................................................................ 7 a. Submission Format ...................................................................................................................................................... 7 b. Electronic Submission Requirements .......................................................................................................................... 8 17. EVALUATION PROCEDURES ................................................................................................................................ 8 18. CONTACT BETWEEN RESPONDENT AND THE CITY ......................................................................................10 SOLICITATION CHECKLIST ....................................................................................................................................11 ATTACHMENT A-BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS ....................................................12 ATTACHMENT B-SUBMISSION EXCEPTIONS .....................................................................................................14 ATTACHMENT C- SCHEDULE & BUDGET COMPLIANCE FORM .....................................................................15 ATTACHMENT D-REFERENCES .............................................................................................................................16 ATTACHMENT E-CONFLICT OF INTEREST QUESTIONNAIRE .........................................................................17 ATTACHMENT F-ACKNOWLEDGEMENT .............................................................................................................18 Exhibit 1 NOT APPLICABLE Exhibit 2 General Provisions, Standard Terms and Conditions and Appendices Exhibit 3 Scope of Work Exhibit 4 NOT APPLICABLE Exhibit 5 NOT APPLICABLE Exhibit 6 NOT APPLICABLE RFQ 6253 - Main Document Page 2 of 18 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton RFQ 6253 for Medical Control Services 1. INTRODUCTION In accordance with the provisions of Texas Government Code, Chapter 2254, the City of Denton (the City) is requesting submissions to contract with an individual or business with considerable experience in providing the services of this solicitation. The responses shall be submitted to the City of Denton in a sealed submission. The awarded individual or business shall possess a proven track record of using innovative approaches to providing services that represent the best value to their clients. The awarded individual or business shall have the ability to accomplish all aspects of the requested services. The selected individual or firm should be able to provide innovative methods to deal with municipal challenges, and cost effective solutions. 2. SERVICE DESCRIPTION The City is seeking a professional services contract for medical control services for the Fire Department. The products and services shall be accomplished per all exhibits identified in the table of contents. 3. MINIMUM QUALIFICATIONS The following minimum requirements must be demonstrated in order for the submission to be considered responsive to the City of Denton. Any submission received, which is determined to not meet these mandatory requirements shall be immediately disqualified and rejected as non-responsive. Ability to provide 24-hours/7-days/365-days a year on-line medical direction to the CityÓs Fire Department personnel. Three years of experience in providing medical advisory services to similar size Fire Departments within the state of Texas. This includes a comprehensive knowledge of the Texas State Board of Medical ExaminersÓ EMS regulations for Medical Directors. The medical advisor(s) assigned to the City under this contract shall be a State of Texas Board Certified Emergency Medicine Physician who has been board certified for at least three years. The physician shall have a good standing status with the Texas State Board of Medical Examiners. Three (3) references from governmental entities for the services requested. The City prefers references from municipalities of similar size. The responding individual or business must be registered in the State of Texas, or the County of Denton, to provide the products or services required in the solicitation, and the individual or business must have all licensure required by the State to provide any services required under this contact. RFQ 6253 - Main Document Page 3 of 18 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton RFQ 6253 for Medical Control Services To learn how to obtain information about filing with the State of Texas, or obtaining copies or certificates from the Secretary of State visit Webpage: http://www.sos.state.tx.us/corp/copies.shtml; Phone 512-463-5578; or email corpcert@sos.state.tx.us. Submittal documents including a cover sheet, Solicitation Checklist, Attachments A -F and any additional requirements, per the method described in SUBMITTAL INSTRUCTIONS. 4. SCHEDULE OF EVENTS The City of Denton reserves the right to change the dates indicated below: Solicitation Schedule: Issue Solicitation: 10/3/2016 Deadline for Submission of Questions: 10/12/2016 at 11:00 AM Central Deadline for Submission of Responses: 10/25/2016 at 11:00 AM Central Evaluate and rank initial results: 11/4/2016 Interview with top ranked firm, if necessary: 11/7/2016 to 11/9/2016 Completion of Negotiations: 11/15/2016 Official Award: 12/6/2016 The City of Denton is using the solicitation ÒIssue DateÓ as noted in the Schedule of Events above as the official 30 day notification requirement for an interview with a firm. 5. PRE-SUBMITTAL CONFERENCE There will be no pre-submittal conference for this solicitation. 6. CONTRACT TERM It is the intention of the City of Denton to award a contract for a one (1) year period. The City and the Awarded Contractor shall have the option to renew this contract for an additional two (2) one-year periods. Materials and services undertaken pursuant to this solicitation will be required to commence within fourteen (14) days of delivery of a Notice to Proceed. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date in accordance with the provision of the section titled Ðprice adjustmentsÑ, or the section(s) titled ÐterminationÑ in Exhibit 2. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 7. PRICING This contract is for professional services as defined in the Texas Government Code 2254 and price shall not be solicited. The City will select a firm on the basis of demonstrated competence and qualifications to perform the services described in this RFQ. Once the most qualified firm is selected, a fair and reasonable price will be set. The professional fees under this contract may not exceed any maximum provided by law. RFQ 6253 - Main Document Page 4 of 18 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton RFQ 6253 for Medical Control Services 8. ADDENDA Respondents are required to acknowledge addenda with their submission. Respondents will be responsible for monitoring the City of Denton Purchasing website at www.dentonpurchasing.com to ensure they have downloaded and signed all addenda required for submission with their submission. Respondents should acknowledge each individual addendum on Attachment F. 9. BUSINESS OVERVIEW Respondent shall complete the Business Overview Questionnaire as applicable per Attachment A. 10. STATEMENT OF QUALIFICATIONS Statement of Qualification should be no longer than 25 pages. All pages with the exception of the front cover, the back cover and qualified divider sheets will be counted in the 25 pages. In order to be considered a qualified divider sheet, the page may have a description (i.e. Potential Team Members, Experience, etc.) or a numeral on the divider tab only. Cover letters (if bound into the SOQ) will be included in the page count. Please include at a minimum the following: Executive Summary: this section of the proposal response that should provide an overview of the proposed services by your firm including a description of the following: Office locations and resources available including the location of your office where the majority of the work on the contract will be performed and the approximate number of employees in that office. A detailed accounting of your firmsÓ background and experience in Medical Control Services. Include current and past contracted services performed for other Fire Departments. A plan for conferring on a regular basis with the City of Denton City Council and City of Denton staff. Medical Control Services: this section of the proposal response that should clearly articulate the services offered and provide a description of the following: A list and general description of experience that would indicate your firmÓs ab ility to perform the work being considered on a 24-hours/7-days/365-days basis. Proposed Quality Assurance/Quality Improvement process, which includes the following: o Potential EMS Tiered Response. o Identify Training Requirements/Remedial Training. o Ways that you ensure that Patient Charting is being completed properly. o Number of random ride-outs you are proposing monthly. Experience with Emergency Medical Dispatching. RFQ 6253 - Main Document Page 5 of 18 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton RFQ 6253 for Medical Control Services Professional Experience Summary: this section of the proposal response should demonstrate your businessÓs expertise in Medical Control Services and provide the following: Qualification and experience of the firm Î include the following: description of experience in providing medical advisory services to similar size Fire Departments located in Texas and a copy of certificates from the Texas State Board of Medical Examiners. Describe how long the physicians have been board certified and his or her status with the Board. Describe the physiciansÓ comprehensive knowledge of the Texas State Board of Medical ExaminersÓ EMS regulations for Medical Directors. Resumes of key personnel to be assigned to this contract with an organizational chart. Identify any additional personnel that will service the City of Denton contract. References Summary: Identify at least three (3) references where Medical Control Services have been provided to entities similar to the City of Denton. For each reference, please ensure that you include the name of the contact person, address, phone number, and email address, and the period of time for which your business has represented the entity. 11. EXCEPTIONS The Request for Qualifications (RFQ) process allows for negotiation of the terms and conditions of this proposal. The respondent shall note any exceptions to the solicitation document, on Attachment B. The exceptions will be reviewed to ensure they meet the minimum specifications and requirements and will be ranked in accordance with the evaluation criteria. The City reserves the right to accept, reject or negotiate the exceptions provided. Respondents shall itemize all exceptions on Attachment B. Additional pages may be added as necessary. Do not mark or change the text of the solicitation document, exceptions shall be noted only on Attachment B. If no exceptions are taken, the respondent shall sign and return Attachment B in the appropriate signature block. 12. SCHEDULE AND BUDGET COMPLIANCE SCHEDULE Not applicable 13. REFERENCES Respondents shall provide a list of three references as noted in Attachment D as well as in the Statement of Qualifications (Section 10) to be submitted. 14. DISCLOSURES RFQ 6253 - Main Document Page 6 of 18 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton RFQ 6253 for Medical Control Services The individual or business must disclose any business relationship that would have an effect, of a conflict of interest. A conflict of interest statement must be signed as part of the contract negotiated with the awardee(s) (Attachment E). 15. ACKNOWLEDGEMENT Submit a signed acknowledgement by authorized agent of the responding firm (Attachment F). 16. SUBMITTAL INSTRUCTIONS The City of Denton will accept electronic or hard copy submittals until the date and time on the cover sheet of this solicitation. Any submission received after the date and/or hour set for solicitation opening will be returned unopened. Electronic submittals may be emailed to ebids@cityofdenton.com with the solicitation number and name in the subject line. Please consolidate attachments as much as possible, and do not exceed 35MB total for attachments. Emails received by the City will remain unopened until after the due date and time. Only authorized Materials Management Staff will have access to the e-bid email inbox. Please do not email the buyer directly to ensure security of the proposal. Electronic proposals must be received by the City before the due date and time. The date and time used by the City shall be the official time. It is highly recommended that respondents do not wait until minutes before the due date and time to email their submission. It can take significant time for the email to reach the City. Hard copy submissions may be hand delivered (by firm or express courier) to the address listed below: City of Denton Materials Management RFQ #6253 Î Medical Control Services for Fire Department 901B Texas Street Denton, TX 76209 The City of Denton reserves the right to accept or reject in part or in whole any submission, and to waive technicalities of the submission, in the best interest of obtaining best value for the City. Each respondent is responsible for taking the necessary steps to ensure their submission is received by the date and time noted herein. The City is not responsible for missing, lost or late mail or any mail or email delays, internal or external, that may result in the submission arriving after the set time. a. Submission Format Respondents shall provide detailed information to allow the City to properly evaluate the submission. The City requests the following format be used: a.Hard copy submissions shall be bound only utilizing a staple or binder clip. Do not submit responses in a binder or file folder. b.Entire submission shall be no more than 200 pages in length c.Utilize tabs to identify exhibits and attachments RFQ 6253 - Main Document Page 7 of 18 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton RFQ 6253 for Medical Control Services d.The submission shall be in the following order: 1.Coversheet Î including Solicitation number and name, firm name, address, contact name, phone, fax, website and email address. 2.Completed Solicitation Checklist 3.Attachment A- Business Questionnaire 4.Attachment B - Exception Form 5.Attachment C - Safety Record (if applicable, form will be attached) 6.Attachment D - References 7.Attachment E - Conflict of Interest Questionnaire Form 8.Attachment F - Signed Acknowledgement form 9.Appendices may be used for additional documentation or clarification at the respondentÓs option. e.Hard Copy submittals shall include one (1) original signed by an officer authorized to bind the firm, and three (3) copies of the completed response. f.Submit response, before the published due date. Hard copy submittals must be in a sealed envelope with the solicitation number and name. b. Electronic Submission Requirements If a respondent is only submitting a hard copy, they shall provide a flash drive, containing a complete copy of the response to this solicitation, or submit electronically to ebids@cityofdenton.com. Emails to the City should include the RFP number and name in the subject line, consolidate attachments as much as possible, and not exceed 35MB total. Please do not email the buyer directly to ensure security of the proposal 17. EVALUATION PROCEDURES Selection of a firm(s) to provide the aforementioned materials and services shall be in accordance with the City of Denton Purchasing Policies and procedures and the State of Texas Government Code 2254. The City of Denton shall open all submissions and evaluate each respondent in accordance to the below criteria: Step 1: The City of Denton will evaluate the submission in accordance with the selection criteria and will rank the firms on the basis of the submittals. The City of Denton, reserves the right to consider information obtained in addition to the data submitted in the response. The selection criterion is listed below: a) Demonstrated experience, qualifications, and credentials of the Responding Firm and key personnel available for this contract (FACTOR: 20%). The qualifications of the respondent in terms of experience, service capability and resources will be reviewed in order to assess the ability of the respondent to successfully complete the project assignment. The firmÓs ability to provide the necessary professional and technical expertise and supervision will be a major consideration. The qualifications and experience of the individuals who will be directly assigned to the primary areas is a major evaluation factor to be considered. The personnel cited shall be designated as to whether they are an employee, consultant or contract employee of the RFQ 6253 - Main Document Page 8 of 18 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton RFQ 6253 for Medical Control Services RFQ respondent. Their educational and professional credentials as well as direct experience on similar projects will be considered in evaluating the respondent. Experience with other municipally funded contracts and familiarity with municipal requirements and procedures will also be considered in the evaluation process. b) Identification and understanding of the City's requirements for this contract (FACTOR: 20%) The respondent's understanding of the objectives and scope of the requested services of the primary areas, in a clear and concise, written expression. The respondent will provide all the appropriately requested criteria consideration to be a critical component of the evaluation. The objectives and scope of required services include the following: proposed medical control procedures for the Fire DepartmentÓs quality assurance, quality improvement, demonstrated ability to incorporate tiered response protocols, educational plan for Fire personnel, oral presentation and staff training skills, and overall response to the solicitation. c) Past Performance and demonstrated capability on contracts with Fire Departments of this size and complexity (FACTOR: 60%). The respondent's successful experience in contracts within the primary areas similar to the scope of work requested in this RFQ will be a major consideration. Based on the past performance of both the individual contracted personnel and the responding firm, the City of Denton will determine if the respondent has the track record to provide the required services in successfully administering similar professional services. The total possible score of the submissions shall be scored and weighted as indicated above, Step 1 items a-c. Based on the outcome of the computations performed, each submission will be assigned a raw score. The assigned weight will then be applied to these scores to calculate an overall score for each submission for completion of the final scoring process. Step 2: City of Denton will proceed to negotiate a contract with the highest ranked firm. The City may elect to conduct oral discussions, request clarifications, and presentations concerning the project approach and ability to furnish the requirements, as part of the negotiation process. Provided the City of Denton cannot successfully contract with the highest ranked firm, the City of Denton shall formally, and in writing, end all negotiations with that firm and the City of Denton may elect to proceed to negotiate with the next firm in the order of the selection ranking until a contract is reached or negotiations with all ranked firms end, in accordance with Texas Government Code 2254. Step 3: A written recommendation will be presented to the appropriate approving authority for the City of Denton (the City Manager, Public Utility Board, City Council) requesting authorization to proceed with contract execution for the proposed services. In accordance with Local Government Code 252.049, trade secrets and confidential information in competitive sealed proposals are not open for public inspection.All submissions shall be opened in a RFQ 6253 - Main Document Page 9 of 18 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton RFQ 6253 for Medical Control Services manner that avoids disclosure of the contents to competing respondents and keeps the responses secret during negotiations. A public opening will not be conducted with this process. After the contract has been awarded all submissions will be open for public inspection, and the unsuccessful respondent(s) may request a debriefing regarding their submittal.Please contact the City of Denton Materials Management staff to document the request for a debriefing. A meeting with the City of Denton Materials Management Staff and the using Division will be scheduled within a reasonable time. 18. CONTACT BETWEEN RESPONDENT AND THE CITY Respondents shall direct all inquiries and communications concerning this solicitation to the Point of Contact(s) listed below: Cindy Alonzo, CPPB, CTL, A.P.P. Buyer 901-B Texas Street Denton, TX 76209 (940) 349-7100 Fax: (940) 349-7302 Cynthia.Alonzo@cityofdenton.com RFQ 6253 - Main Document Page 10 of 18 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton RFQ 6253 for Medical Control Services SOLICITATION CHECKLIST Check whenTask to be Completed by Respondent Completed Review Exhibit 2 Î General Provisions and Terms and Conditions Review Exhibit 3 Î Scope of Work/Technical Specifications Review Exhibit 4 Î Technical Drawings and Plans (if applicable) Submission of Exhibit 5 Î FTP Site Form (if applicable) Review Exhibit 6 Î Federal Grant Requirements (if applicable) Cover sheet Solicitation number Solicitation name Firm name Firm address Contact name Contact phone Contact fax Website address Contact email address Solicitation Checklist Attachment A- Business Overview Questionnaire Document how firm meets minimum qualifications (Section 3) Detail to support evaluation criteria Statement of Qualifications Attachment B Î Exception Form Attachment C Î Schedule and Budget Compliance Form Attachment D Î Reference Form Attachment E Î Conflict of Interest Questionnaire Form Î with signature Attachment F - Acknowledgment Acknowledgment of Addenda Submission signed by authorized officer, in the order specified below Hard Copy Submission: If submitting a hard copy, the City requires one (1) original and three (3) copies. Electronic Submission: If submitting an electronic proposal only, email to Ebids@cityofdenton.com with the Solicitation # and name in the subject line. Submit response, with tabs marking each section, in the following order: Order for Document Submission 1Cover Sheet 2Solicitation Checklist 3Attachment A- Business Overview Questionnaire 4Statement of Qualifications 5Attachment B Î Exception Form 6Attachment C- Schedule and Budget Compliance Form 7Attachment D Î Reference Form 8Attachment E Î Conflict of Questionnaire Form 9Attachment F - Acknowledgment RFQ 6253 - Main Document Page 11 of 18 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton RFQ 6253 for Medical Control Services ATTACHMENT A-BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1.Contract Information (for formal contracting purposes): The following information will be used to write a contract, should your firm be selected for award. FirmÓs Legal Name: Address: Agent Authorized to sign contract (Name): AgentÓs email address: 2.Subsidiary of: 3.Organization Class (circle): Partnership Corporation Individual Association 4.Tax Payer ID#: 5.Date Established: 6.Historically Underutilized Business: Yes or No 7.Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes or No, in which? 8.Please provide a detailed listing of all products and/or services that your company provides. 9.Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. (Notice: Failure to disclose this information during proposal submission, and later discovered, may result in contract termination at the OwnerÓs option.) 10.Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. RFQ 6253 - Main Document Page 12 of 18 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton RFQ 6253 for Medical Control Services 11.Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). 12.Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 ÐGeneral Industry StandardsÑ and/or 29 CFR 1926 ÐGeneral Construction StandardsÑ as they apply to your CompanyÓs customary activities? http://www.osha.gov/pls/oshaweb/owasrch.search_form?p_doc_type=STANDARDS&p_toc _level=1&p_keyvalue=1926 13.Provide details to support the evaluation criteria, including experience and capabilites. 14.Provide details on how firm meets the minimum qualifications stated in this Main document Section 3. a. The details must be completed on this form, and shall not point to another document in the respondentÓs proposal. b. Sign below and return form with final submission. I certify that our firm meets the minimum qualifications as stated in this Main document, section 3. _______________________ _____________________ _____________________ Signature Company Date RFQ 6253 - Main Document Page 13 of 18 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton RFQ 6253 for Medical Control Services ATTACHMENT B-SUBMISSION EXCEPTIONS Any exceptions taken to this solicitation (including terms and conditions in Exhibit 2, the General Provisions and Terms and Conditions) must be itemized on the lines below. Additional pages may be added as needed. If there are no exceptions, please sign where indicated at the bottom of the page Item # Description _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ _________ __________________________________________________________________________________ The above exceptions (and any additional pages identified) are the ONLY exceptions to the specifications, General Provisions and Terms and Conditions in Exhibit 2, and sample contract to this solicitation. I understand that the City may not accept additional exceptions produced after final submission of this proposal. _______________________ _____________________ _____________________ Signature Company Date No Exceptions are taken to this solicitation or the General Provisions and Terms and Conditions in Exhibit 2. _______________________ _____________________ _____________________ Signature Company Date RFQ 6253 - Main Document Page 14 of 18 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton RFQ 6253 for Medical Control Services ATTACHMENT C- SCHEDULE & BUDGET COMPLIANCE FORM NOT APPLICABLE RFQ 6253 - Main Document Page 15 of 18 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton RFQ 6253 for Medical Control Services ATTACHMENT D-REFERENCES Please list three (3) Government references, other than the City of Denton, who can verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this solicitation. REFERENCE ONE GOVERNMENT/COMPANY NAME: LOCATION: CONTACT PERSON AND TITLE: TELEPHONE NUMBER: SCOPE OF WORK: CONTRACT PERIOD: REFERENCE TWO GOVERNMENT/COMPANY NAME: LOCATION: CONTACT PERSON AND TITLE: TELEPHONE NUMBER: SCOPE OF WORK: CONTRACT PERIOD: REFERENCE THREE GOVERNMENT/COMPANY NAME: LOCATION: CONTACT PERSON AND TITLE: TELEPHONE NUMBER: SCOPE OF WORK: CONTRACT PERIOD: RFQ 6253 - Main Document Page 16 of 18 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton RFQ 6253 for Medical Control Services ATTACHMENT E-CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. Avendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B.Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date RFQ 6253 - Main Document Page 17 of 18 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton RFQ 6253 for Medical Control Services ATTACHMENT F-ACKNOWLEDGEMENT The undersigned agrees this submission becomes the property of the City of Denton after the official opening. The undersigned affirms he has familiarized himself with the specification, drawings, exhibits and other documents; the local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and storage of materials and equipment; and all other matters that will be required for the work before submitting a response. The undersigned agrees, if this submission is accepted, to furnish any and all items/services upon which prices are offered, at the price(s) and upon the terms and conditions contained in the specification. The period for acceptance of this submission will be 120 calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to execute this contract, that this submission has not been prepared in collusion with any other respondent, nor any employee of the City of Denton, and that the contents of this submission have not been communicated to any other respondent or to any employee of the City of Denton prior to the acceptance of this submission. Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section 1 et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.01, et seq. The undersigned affirms that they have read and do understand the specifications, all exhibits and attachments contained in this solicitation package. The undersigned agrees that the solicitation package posted on the website are the official specifications and shall not alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes. The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at: http://www.cityofdenton.com/index.aspx?page=397 to ensure they have downloaded and signed all addendum(s) required for submission with their response. I certify that I have made no willful misrepresentations in this submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this submission will be investigated, with my full permission, and that any misrepresentations or omissions may cause my submission to be rejected. Acknowledge receipt of following addenda to the solicitation: Addendum No 1 Dated _______________________ Received _________________ Addendum No 2 Dated _______________________ Received _________________ Addendum No 3 Dated _______________________ Received _________________ NAME AND ADDRESS OF COMPANY: AUTHORIZED REPRESENTATIVE: ___________________________________ Signature ___________________________________ Date ___________________________________ Name ___________________________________ Title ___________________________ Tel. No. ____________________________ Fax No. ________________________ Email. _____________________________ RFQ 6253 - Main Document Page 18 of 18 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 Materials Management Department 901-B Texas Street Denton, Texas 76209 940-349-7100 purchasing@cityofdenton.com RFQ 6253 Exhibit 2 General Provisions Î Terms and Conditions for Professional Services The following document provides details of the CityÓs General Provisions, Terms and Conditions, insurance requirements and sample contract for professional services. This exhibit governs the solicitation and supporting exhibits as identified in the Main Document Table of Contents. DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services Table of Contents A. GENERAL PROVISIONS ............................................................................................................................... 3 1. SILENCE OF SPECIFICATIONS ................................................................................................................... 3 2. RESPONDENTS COST TO DEVELOP SUBMITTAL .................................................................................. 3 3. MINIMUM RESPONSE .................................................................................................................................. 3 4. VALIDITY PERIOD ........................................................................................................................................ 3 5. REJECTION OF SUBMITTAL ....................................................................................................................... 3 6. PROPRIETARY INFORMATION .................................................................................................................. 3 7. NON-ENDORSEMENT .................................................................................................................................. 4 8. ASSIGNMENT ................................................................................................................................................ 4 9. UNAUTHORIZED COMMUNICATIONS ..................................................................................................... 4 10. DISQUALIFICATIONS .............................................................................................................................. 5 11. INTELLECTUALLY PROPERTY INDEMNIFICATION ......................................................................... 5 12. RIGHTS TO DATA, DOCUMENTS, AND COMPUTER SOFTWARE (GOVERNMENTAL ENTITY OWNERSHIP)........................................................................................................................................................... 5 13. PATENT RIGHTS ....................................................................................................................................... 5 14. AWARD ...................................................................................................................................................... 6 15. CONTRACTS .............................................................................................................................................. 6 16. INSURANCE ............................................................................................................................................... 6 17. CHANGES DURING CONTRACT TERM ................................................................................................ 6 18. ADDING NEW PRODUCTS OR SERVICES TO THE CONTRACT AFTER AWARD ......................... 6 19. SAFETY AND ENVIRONMENTAL HAZARDS ...................................................................................... 6 20. CONTRACTOR STANDARDS OF PERFORMANCE ............................................................................. 7 21. ANTICIPATED PROBLEMS AND PROPOSED SOLUTIONS ............................................................... 7 22. ADDITIONAL GENERAL REQUIREMENTS .......................................................................................... 7 23. PAYMENT AND PERFORMANCE REQUIREMENTS ........................................................................... 8 a. PAYMENT AND INVOICES: .................................................................................................................... 8 b. PAYMENT TO PERFORMANCE MILESTONES .................................................................................... 8 c. TAX EXEMPTION ..................................................................................................................................... 8 B. STANDARD PURCHASE TERMS AND CONDITIONS ........................................................................... 10 APPENDIX A- INSURANCE REQUIREMENTS AND WORKERSÓ COMPENSATION REQUIREMENTS ...... 25 APPENDIX B Î SAMPLE CONTRACT .................................................................................................................... 32 RFQ # 6253 Î EXHIBIT 2 Page 2 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services A. GENERAL PROVISIONS 1. SILENCE OF SPECIFICATIONS The apparent silence of these specifications as to any detail or the apparent omission from it of a detailed description concerning any point, shall be regarded as a meaning that the only best commercial practices are to prevail. All interpretations of these specifications shall be made on the basis of this statement. 2. RESPONDENTS COST TO DEVELOP SUBMITTAL Respondents to this solicitation are responsible for all costs of submittal preparation, delivery and any oral presentations required as part of the selection process. All materials submitted in response to the solicitation become property of the City of Denton and will be returned only at the option of the City. 3. MINIMUM RESPONSE Submittals that do not, at a minimum, contain the Attachments and Exhibit 1 Pricing Sheet will be subject to disqualification at the sole discretion of the City of Denton. If any firm submitting a proposal is a corporation, it must be registered to conduct business in the State of Texas. Proof of this registration must be included as part of the submittal. 4. VALIDITY PERIOD The information included in the solicitation response(s), and any cost information obtained from a negotiation process, remain valid for 120 days from the response due date or until the contract is approved by the governing body. 5. REJECTION OF SUBMITTAL ANY PROPOSAL SUBMITTED AFTER THE DUE DATE AND TIME SPECIFIED WITHIN SECTION III, SHALL BE REJECTED. THE CITY SHALL REJECT RESPONSES SUBMITTED BY FIRMS THAT DO NOT MEET MINIMUM QUALIFICATIONS. The City of Denton reserves the right to reject any and all submittals received in response to the solicitation and to waive any minor technicalities or irregularities as determined to be in the best interest of the City. 6. PROPRIETARY INFORMATION RFQ # 6253 Î EXHIBIT 2 Page 3 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services If a respondent does not desire proprietary information in the submission to be disclosed, the respondent shall identify all proprietary information in the submission. This identification will be accomplished by individually marking each page or line item detail with the words ÐProprietary InformationÑ. If the respondent fails to identify proprietary information, the respondent agrees that by submission of its response, that those sections shall be deemed non-proprietary and made available upon public request. Respondents are advised that the City, to the extent permitted by law, will protect the confidentiality of all submissions. Respondent shall consider the implications of the Texas Public Information Act, particularly after the solicitation process has ceased and the contract has been awarded. While there are provisions in the Texas Public Information Act to protect proprietary information, where the respondent can meet certain evidentiary standards, please be advised that a determination on whether those standards have been met will not be decided by the City of Denton, but by the Office of the Attorney General of the State of Texas. In the event a request for public information is made, the City will notify the respondent, who may then request an opinion from the Attorney General pursuant to 552.305, Texas Government Code. The City will not make a request of the Attorney General. 7. NON-ENDORSEMENT If a submission is accepted, the successful respondent shall not issue any news releases or other statements pertaining to the award or servicing of the agreement that state or imply the City of DentonÓs endorsement of the successful respondent Ós services. 8. ASSIGNMENT The successful contractor shall not sell, assign, transfer or convey this contract in whole, or part, without the prior written consent of the Purchasing Manager. 9. UNAUTHORIZED COMMUNICATIONS After release of this solicitation, respondent contact regarding this solicitation with members of the evaluation, interview or selection panels, employees of the City or officials of the City other than the Purchasing Manager, or authorized City of Denton purchasing staff, or as otherwise indicated is prohibited and may result in disqualification from this procurement process. No officer, employee, agent or representative of the respondent shall have any contact or discussion, verbal or written, with any members of the City Council, members of the evaluation, interview, or selection panels, City staff or CityÓs consultants, or directly or indirectly through others, seeking to influence any City Council member, City staff, or CityÓs consultants regarding any matters pertaining to this solicitation, except as herein provided. If a representative of any respondent violates the foregoing prohibition by contacting any of the above listed parties with who contact is not authorized, such contact may result in the respondent being disqualified from the RFQ # 6253 Î EXHIBIT 2 Page 4 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services procurement process. Any oral communications are considered unofficial and non- binding with regard to this solicitation. 10. DISQUALIFICATIONS Any terms and conditions attached to a solicitation will not be considered unless specifically referred to on a solicitation and may result in disqualification. Any submissions that do not clearly outline all qualifications may be disqualified. 11. INTELLECTUALLY PROPERTY INDEMNIFICATION The contractor will indemnify, defend and hold harmless the City of Denton, and its authorized users, against any action or claim brought against the City of Denton, or its authorized users that is based on a claim that software infringes any patent rights, copyright rights or incorporated misappropriated trade secrets. Contractor will pay any damages attributable to such claim that are awarded against the City of Denton or its authorized users, in a judgment or settlement. If the City of Denton or its authorized usersÓ utilization of the software becomes subject to a claim, or is likely to become subject to a claim, in the sole opinion of the City of Denton, or its authorized users, the Contractor shall, at its sole expense (1) procure for City of Denton or its authorized users, the right to continue using such software under the terms of this Contract; or (2) replace or modify the software so that it is non-infringing. 12. RIGHTS TO DATA, DOCUMENTS, AND COMPUTER SOFTWARE (GOVERNMENTAL ENTITY OWNERSHIP) Any software, research, reports studies, data, photographs, negatives or other documents, drawings or materials prepared by contractor in the performance of its obligations under this contract shall be the exclusive property of the City of Denton and all such materials shall be delivered to the City by the contractor upon completion, termination, or cancellation of this contract. Contractor may, at its own expense, keep copies of all its writings for its personal files. Contractor shall not use, willingly allow, or cause to have such materials used for any purpose other than the performance of contractorÓs obligations under this contract without the prior written consent of the City; provided, however, that contractor shall be allowed to use non-confidential materials for writing samples in pursuit of the work. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works. 13. PATENT RIGHTS The contractor agrees to indemnify and hold harmless the City from any claim involving patent right infringement or copyrights on goods supplied. RFQ # 6253 Î EXHIBIT 2 Page 5 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services 14. AWARD The City will award the contract to the firm on the basis of demonstrated competence for a fair and reasonable fee. 15. CONTRACTS The successful awarded vendor will be required to sign an original contract. A sample contract is provided in Appendix B Î Sample Contract. Respondents shall review the document and note exceptions in the proposal. 16. INSURANCE The City requires standard insurance for services performed on site. The successful awarded vendor will be required to provide a certificate of insurance as outlined in Appendix A Î Insurance requirements. Respondents shall review the document and note exceptions on Attachment B. 17. CHANGES DURING CONTRACT TERM The awarded contractor shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to purchasing@cityofdenton.com, with the solicitation number in the subject line, for review. Services found to have changed specifications without notification, and acceptance, will be returned at the supplierÓs expense. 18. ADDING NEW PRODUCTS OR SERVICES TO THE CONTRACT AFTER AWARD Following the Contract award, ADDITIONAL services or products of the same general category that could have been encompassed in the award of this contract, and that are not already on the contract, may be added. A formal written request may be sent to successful Contractor (s) to provide a proposal on the additional services and shall submit proposals to the City of Denton as instructed. All prices are subject to negotiation. The City of Denton may accept or reject any or all pricing proposals, and may issue a separate solicitation for the services/products after rejecting some or all of the proposals. The commodities and services covered under this provision shall conform to the statement of work, specifications, and requirements as outlined in the request. 19. SAFETY AND ENVIRONMENTAL HAZARDS The City does not warrant or guarantee against the possibility that safety or environmental hazards or potential hazards (including premises and special defects) may RFQ # 6253 Î EXHIBIT 2 Page 6 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services exist at the CityÓs facilities. The Contractor shall be responsible for identifying any hazardous conditions and notifying the City of these conditions in writing no later than 30 days after contract award and prior to initiation of service delivery on the property. This will be accomplished by the Contractor conducting an environmental assessment and an occupational health, and safety inspection of the service bay or field service areas by competent, qualified and appropriately licensed practitioners. The costs of these inspections and any subsequent corrective action will be negotiated between the City and the Contractor. All contractors to the City of Denton are required to ensure absolute safety standards are applied and enforced. The City of Denton will not be responsible for individual contractor safety, and the awarded contractor shall not hold the City of Denton responsible. Known hazards shall immediately be reported and all safety precautions shall be taken to prevent potential safety issues from occurring. 20. CONTRACTOR STANDARDS OF PERFORMANCE Monthly Time Standards - Contractors shall fully understand that the City relies on the product or service of the solicitation to provide vital municipal services, and the availability and reliability of the equipment is of the essence. With this in mind, the Contractor shall meet the following performance standards at all times. Labor disputes, strikes, and other events, except those beyond the Contractor's control such as acts of God, shall not relieve the Contractor from meeting these standards. For service category, the Contractor must ensure the given level of service is achieved, within the designated number of working hours. Contractor shall deliver goods or services within specified delivery times for 95% of all orders. 21. ANTICIPATED PROBLEMS AND PROPOSED SOLUTIONS Respondent shall offer written observations, based upon previous experiences in public projects of this magnitude, addressing any anticipated problems and offer proposed solutions to those problems. 22. ADDITIONAL GENERAL REQUIREMENTS a.Prior to commencement of the services, the City and selected individual or business will conduct an initial meeting to review the overall scope, schedule, deliverables and planning process to implement a successful program. b.The awarded Contractor shall provide to the City of Denton, detailed reports of time and services provided to the City on a monthly basis. RFQ # 6253 Î EXHIBIT 2 Page 7 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services c.Staff available to assist the selected provider is limited; the proposals submitted should not anticipate extensive staff assistance during equipment repairs or maintenance. 23. PAYMENT AND PERFORMANCE REQUIREMENTS A. PAYMENT AND INVOICES: Payment processing: The City review, inspection, and processing procedures for invoices ordinarily require thirty (30) days after receipt of invoices, materials, or services. Submissions which call for payment before thirty (30) days from receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and processing procedures can be completed as specified. It is the intention of the City of Denton to make payment within thirty days after receipt of valid invoices for which items or services have been received unless unusual circumstances arise. The 30 day processing period for invoices will begin on the date the invoice is received or the date the items or services are received, whichever is later. Direct deposit for payments: Contractors are encouraged to arrange for receiving payments through direct deposit. Information regarding direct deposit payments is available from the City of Denton Purchasing website: www.dentonpurchasing.com. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator as identified in the Notice to Proceed. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. B. PAYMENT TO PERFORMANCE MILESTONES Awarded contractor shall prepare and submit invoices after completion of specific project milestones. The invoice shall detail the major milestones accomplished and detailed cost information for project. These milestones shall be submitted to the City of Denton and the CityÓs Project Staff shall review such for completion and accuracy, prior to payment authorization. C. TAX EXEMPTION RFQ # 6253 Î EXHIBIT 2 Page 8 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article 20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any Contractor performing work under this contract for the City of Denton may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption certificates to suppliers. Certificates must comply with State ComptrollerÓs ruling #95-0.07 and #95-0.09. RFQ # 6253 Î EXHIBIT 2 Page 9 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services B. 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 DentonÓs 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 CityÓs Procurement Department and the Supplier. No Terms and Conditions contained in the seller Ós pr oposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase s ervices to be performed principally at the CityÓs premises or on public rights-of-way. 1.CONTRACTORÓS OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the ContractorÓs Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2.EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3.CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the CityÓs name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4.SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5.TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6.DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the ContractorÓs price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7.RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the ContractorÓs, or the ContractorÓs SubcontractorÓs, facilities, or the deliverables at the ContractorÓs, or the ContractorÓs SubcontractorÓs, 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. RFQ # 6253 Î EXHIBIT 2 Page 10 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services 8.NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9.PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the CityÓs service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the ContractorÓs obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the CityÓs facilities. 10.WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (ÐIIRIRA) enacted on September 30, 1996. 11.COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, itÓs Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the ContractorÓs 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 RFQ # 6253 Î EXHIBIT 2 Page 11 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B.Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the DepartmentÓs Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The ContractorÓs name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the VendorÓs registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the ContractorÓs invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13.PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the CityÓs receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B.If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the CityÓs agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the ContractorÓs obligations will not be c ompleted 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 electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The CityÓs payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to RFQ # 6253 Î EXHIBIT 2 Page 12 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14.TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities whall not be reimbursed, unless otherwise negotiated. 15.FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the ContractorÓs continuing obligations under the Contract, including but not limited to indemnity and warrant y obligations, or (5) arising under the CityÓs right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16.SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17.RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the CityÓs sole discretion, grounds for termination thereof. Each of the terms ÐbooksÑ, ÐrecordsÑ, ÐdocumentsÑ and Ðother evidenceÑ, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18.SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the ContractorÓs Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. RFQ # 6253 Î EXHIBIT 2 Page 13 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19.WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20.WARRANTY Î TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21.WARRANTY Î DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming RFQ # 6253 Î EXHIBIT 2 Page 14 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services deliverables, at the CityÓs option an d at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the CityÓs 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 del iverables are covered by a separate manufacturerÓs warranty, the Contractor shall transfer and assign such manufacturerÓs warranty to the City. If for any reason the manufacturerÓs warranty cannot be fully transferred to the City, the Contractor shall assi st and cooperate with the City to the fullest extent to enforce such manufacturerÓs warranty for the benefit of the City. 22.WARRANTY Î SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but f ailure to give timely notice shall not impair the CityÓs rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23.ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non-conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the CityÓs evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24.RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other partyÓs intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25.STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26.DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of RFQ # 6253 Î EXHIBIT 2 Page 15 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services 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 ContractorÓs Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27.TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the CityÓs reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the ContractorÓs default, including, without limitation, cost of cover, reasonable attorneysÓ fees, court costs, and prejudgment and post-judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the CityÓs vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28.TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar daysÓ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29.FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30.DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31.INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contra ctor, the ContractorÓs subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. RFQ # 6253 Î EXHIBIT 2 Page 16 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services 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 CONTRACTORÓS OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32.INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverageÓs and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The ContractorÓs and all subcontractorsÓ 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 workersÓ compensation coverage written by the Texas WorkersÓ Compensation I nsurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The ÐotherÑ 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 RFQ # 6253 Î EXHIBIT 2 Page 17 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar daysÓ written notice of erosion of the aggregate limits below occurrence limits for all applica ble coverageÓs indicated within the Contract. xiv. The insurance coverageÓs specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33.CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a materia l adverse affect on the ContractorÓs ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34.NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the ContractorÓs Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35.RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36.NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the CityÓs exercise anywhere in the world of the rights associated with the CityÓsÓ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Co ntractorÓs breach of any of ContractorÓs representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the CityÓs behalf. Further, Contractor agrees that the CityÓs specifications regarding the deliverables shall in no way diminish ContractorÓs warranties or obligations under this RFQ # 6253 Î EXHIBIT 2 Page 18 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37.CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the CityÓs and/or its licensorsÓ confidential information (includ ing inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, ÐConfidential InformationÑ). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38.OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the CityÓs sole or joint ownership of any such deliverables arising by virtue of the CityÓs sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for- hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made-for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work-made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The ContractorÓs obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39.PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. RFQ # 6253 Î EXHIBIT 2 Page 19 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services 40.ADVERTISING: The Contractor shall not advertise or publish, without the CityÓs prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41.NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42.GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43.PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the CityÓs Conflict of Interest Questionnaire. 44.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The ContractorÓs services shall be those of an independent con tractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benef its, workerÓs compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45.ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46.WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. RFQ # 6253 Î EXHIBIT 2 Page 20 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services 47.MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48.INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49.DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediatorÓs fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50.JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51.INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52.HOLIDAYS:The following holidays are observed by the City: RFQ # 6253 Î EXHIBIT 2 Page 21 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services New YearÓs Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New YearÓs Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53.SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54.NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55.EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or OfferorÓs 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 OfferorÓs 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 Î i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in RFQ # 6253 Î EXHIBIT 2 Page 22 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard WorkersÓ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug- free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. RFQ # 6253 Î EXHIBIT 2 Page 23 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either PartyÓs exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. CityÓs standard terms and conditions 4. Purchase order 5. Supplier terms and conditions RFQ # 6253 Î EXHIBIT 2 Page 24 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services APPENDIX A- INSURANCE REQUIREMENTS AND WORKERSÓ COMPENSAT ION REQUIREMENTS RespondentÓs attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/bid.Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A 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 of 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 inclusion of more than one insured shall not operate to increase the insurer's limit of liability. RFQ # 6253 Î EXHIBIT 2 Page 25 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following 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 umbrella 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 this 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 RFQ # 6253 Î EXHIBIT 2 Page 26 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. \[X\] 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 auto, or all owned hired and non-owned autos. \[X\] Workers Ó Compensation Insurance Contractor shall purchase and maintain Workers Ó Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer'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 subrogation 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 Ó 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 Ðoccurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 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. RFQ # 6253 Î EXHIBIT 2 Page 27 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services \[X\] Professional Liability Insurance Î Medical Malpractice 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. \[ \] Builders' Risk Insurance Builders' 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 RiggerÓs Liability. Said coverage may be provided by a RiggerÓs Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, RiggerÓs Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage \[ \] Commercial Crime Provides 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 ÐblanketÑ basis to cover all employees, 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. \[X\] Additional Insurance Î Medical Malpractice 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. RFQ # 6253 Î EXHIBIT 2 Page 28 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services ATTACHMENT A \[X\] Workers Ó 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 commission, 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 project - 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. "Services" 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 vendors, 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 contract. 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 showing that coverage has been extended. E.The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1.a certificate of coverage, prior to that person beginning work on the project, so RFQ # 6253 Î EXHIBIT 2 Page 29 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services the governmental 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 coverage 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 the 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 person 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 amounts 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 coverage 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 the contractor: a.a certificate of coverage, prior to the other person beginning work on the project; and 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; RFQ # 6253 Î EXHIBIT 2 Page 30 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services 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 delivery, 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 representing 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 classification 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. The contractorÓs 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. RFQ # 6253 Î EXHIBIT 2 Page 31 of 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services APPENDIX B Î SAMPLE CONTRACT PROFESSIONAL SERVICES AGREEMENT FOR ____________________________ STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT is made and entered into as of the __________ day of ________________, 20______, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, h ereinafter called ÐOWNERÑ and ________________________________, with its corporate office at _______________________________, hereinafter called ÐCONSULTANT,Ñ acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, NSTANT and the CONSULTANT hereby agrees to perfortoperformm the services herein in connection with the thrvices Project as stated in the sections to follow, withfollow,with d diligence and in accordance with the highest ligand i professional standards customarily obtained for mary obtained for such services in the State of Texas. The uch services professional services set out herein are in cset ouhereinare in cononnection with the following described project: necwith The Project shall include, without hall inlude, withoutlimitation, (herein describe project) ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: A.The CONSULTANT shall perform all those services as necessary and as described in the OWNERÓs _________________________ (describe any request for proposal which the OWNER has utilized to solicit the CONSULTANTÓs services), which is attached her eto and made a part hereof as Exhibit ÐAÑ as if written word for word herein. B.To perform all those services set forth in CONSULTANTÓs ______________________ (describe any proposal of CONSULTANT which has been provided including the date of said proposal), which proposal is attached hereto and made a part hereof as Exhibit ÐBÑ as if written word for word herein. Page 32 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services C.CONSULTANT shall perform all those services set forth in individual task orders which shall be attached to this Agreement and made a part hereof for all purposes as separate agreements. (If CONSULTANT is a professional engineer and you wish to list specific services of the CONSULTANT, please list all specific engineering services to be provided, including the preparation of detailed plans and specifications.) D.If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES (To be used if CONSULTANT is an engineer.) Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above- described Basic Services, are described as follows: A.During the course of the Project, as requested by OWNER, the CONSULTANT will be available to accompany OWNERÓs personnel when meeting with the Texas Natural Resource Conservation Commission, U.S. Environmental Protection Agency, or other regulatory agencies. The CON SULTANT will assist OWNERÓs personnel on an as- needed basis in preparing compliance schedules, progress reports, and providing general technical support for the OWNERÓs compliance efforts. B.Assisting OWNER or contractor in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this Agreement. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective ated b parties outside of and in addition to this Agreement. C.Sampling, testing, or analysis beyond that specifically included in Basic Services. pecificaly includedBasic S D.Preparing copies of computer aided draftiner aidd draing (CADg (CAD) electronic data bases, drawings, or D) elronic data files for the OWNERÓs use in a future CAD system.in a fuure CAD system E.Preparing applications and supporting documents for government grants, loans, or d suppporting dd planning advances and providing data for detailed applications. vidingdat F.Appearing before regulatory agencies or courts as an expert witness in any litigation with third parties or condemnation proceedings arising from the development or construction of the Project, including the preparation of engineering data and reports for assistance to the OWNER. G.Providing geotechnical investigations for the site, including soil borings, related analyses, and recommendations. Page 33 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services H.(List any additional services not included in Basic Services.) ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon issue of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its City Manager or his designee. ARTICLE V COMPENSATION A.COMPENSATION TERMS: 1.ÐSubcontract ExpenseÑ is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services in the nature of ____________ __________________________. 2.ÐDirect Non-Labor ExpenseÑ is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B.BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit ÐCÑ which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed _______________________. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. The OWNER may withhold the final five percent (5%) of the contract amount until completion of the Project. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be Page 34 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services required to make any payments to the CONSULTANT when the CONSULTANT is in NSU default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized CONSULTAANTall no to undertake any work pursuant to this thisAgreement which would require additional Agreement which woud requ payments by the OWNER for any charge, expense, or reimbursement above the for achage, expese, oreimbursem maximum not to exceed fee as stated, withoutas statewithout first ha first having obtained written authorization vintain from the OWNER. The CONSULTANT shall NSULTANT shall not prnot proceed to perform the services listed oce in Article III ÐAdditional Services,Ñ without rvices,ÑÑ withoutoobtaining prior written authorization from the OWNER. C.ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit ÐC.Ñ Payments for additional services shall be due and payable upon submission by the CONSULTANT, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D.PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULT ANTÓs undisputed statement thereof, the amounts due the CONSULTANT will be increased by th the rate of one percent (1%) per month from the said thirtieth (30) day, and, in addition, the CONSULTANT may, after giving seven (7) daysÓ written notice to the OWNE R, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) set forth herein if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, ÐCompensation.Ñ ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANTÓs subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNERÓs use of these documents in other projects shall be at OWNERÓs sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Page 35 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an an employee of the OWNER. CONSULTANT shall not have or claim any right arising from have employee status. ARTICLE IX ARTICLEIX INDEMNITY AGREEMENT INDEMNTY AGREEMENT The CONSULTANT shall indemnify and saULTANT shalindemniy ave and hold harmless the OWNER and its officers, agents, and employees from and against and employees from and agy and all liability, claims, demands, damages, losses, and expenses, including, but not limitedes, including, b to court costs and reasonable attorney fees incurred by the OWNER, and including, without limitation, damages for bodily and personal WNER injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the partiesÓ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE X INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A.Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. B.Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. C.WorkerÓs Compensation Insurance in accordance with statutory requirements, a nd EmployersÓ Liability Insurance with limits of not less than $100,000 for each accident. Page 36 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services D.Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. E.The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNERÓs request to evidence such coverages. The General Liability and Auto Liability insurance policies shall name the OWNER as an additional insured. CONSULTANT shall endeavor to provide OWNER with any cancellation or modification to its insurance policies. ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution, such as mediation. No arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving one partyÓs disagreement, may include the other party to the disagreement without the otherÓs approval. ARTICLE XII TERMINATION OF AGREEMENT A.Notwithstanding any other provision of this Agreement, either party may terminate by nt,either partyay term giving thirty (30) daysÓ advance written notice to the other party.ce the other party. B.This Agreement may be terminated in whole ted in whole or in part in the event of either party or in parineve substantially failing to fulfill its obligationsbligations unde under this Agreement. No such termination r this Ageem will be affected unless the other party is giarty isgiven (ven (1) written notice (delivered by certified 1)w mail, return receipt requested) of intent to terminate and setting forth the reasons of intent specifying the non-performance, and not less than thirty (30) calendar days to cure the d failure; and (2) an opportunity for consultation with the terminating party prior to termination. C.If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V ÐCompensation.Ñ Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. Page 37 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services ARTICLE XIII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIV NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) daysÓ mailing:as of th To CONSULTANT: To OWNER: To OWWN __________________________ City of Denton City f Denton __________________________ (Name and Title) _____(Ne and T __________________________ 215 East McKinney _____2 __________________________ Denton, Texas 76201 __ All notices shall be deemed effective upon receipt by the party to whom such notice is deem given, or within three (3) daysÓ mailing. ARTICLE XV ENTIRE AGREEMENT This Agreement, consisting of ________ pages and _________ exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XVI SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, Page 38 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVII COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. ARTICLE XVIII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE XIX PERSONNEL A.The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the ve any OWNER. CONSULTANT shall inform the e OOWNER of any conflict of interest or NER o potential conflict of interest that may arise during the term of this Agreement. rise duringterm o B.All services required hereunder will be pehereuder will be perfrformed by the CONSULTANT or under its rmed by the supervision. All personnel engaged in work shAll peonnelngaged in wshall ball be qualified, and shall be authorized and permitted under state and local undertate anlocal lawlaws to perform such services. s t ARTICLE XX ASSIGNABILITY The CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XXI MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in Page 39 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXII MISCELLANEOUS A.The following exhibits are attached to and made a part of this Agreement: (list exhibits) B.The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during 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 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNERÓS sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. C.Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton men County, Texas. This Agreement shall be construed in accordance with the laws of the ed in a State of Texas. D.For the purpose of this Agreement, the key is Areement, he keypersons who will perform most of the work personns who hereunder shall be ______________________________. However, nothing herein shall ll be_________________________ limit CONSULTANT from using other qualifiedULTAT fromm using oherlifi and competent members of its firm to perform the services required herein. service required herein E.CONSULTANT shall commence, carry on, and ANT shalcomplete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. Page 40 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services F.The OWNER shall assist the CONSULTANT by placing at the CONSULTANTÓs disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. G.The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this the _______ day of ________________, 20____. CITY OF DENTON, TEXAS __________________________________ GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ __________ CONSULTANT __________________________________ AUTHORIZED SIGNATURE, TITLE WITNESS: BY: __________________________________ Page 41 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 City of Denton Solicitation General Provisions Î Terms and Conditions Professional Services Page 42 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 RFQ # 6253 Scope of Work and Services/Technical Specifications Supply of Service EXHIBIT 3 The scope of work and services shall be finalized upon the selection of the Firm. The respondentÓs submission shall have accurately described your understanding of the objectives and scope of the requested products and services and provided an outline of your process to implement the requirements of the scope of work and services. Medical direction will be given primarily in two methods: on-line medical direction, which will primarily be actual communications between the Medical Director or his or her designee and Fire personnel; and off-line medical direction, which will include additional administrative duties of the Medical Director as outlined in the off-line medical direction section below. It is anticipated that the scope of work and services will include, at a minimum, the following: 1)On-Line Medical Direction in the following areas: a)On-line services shall be provided as required by the Texas State Board of Medical ExaminersÓ E mergency Medical Services (EMS) regulations for Medical Directors. b)On-line service capable of receiving 12-lead electrocardiogram (EKGs) data from the City of Denton Fire Department (DFD) shall be provided 24 hours a day, 7 days per week (currently DFD transmits data via Physio Control from Lifefpak 15s). c)On-line medical control shall be demonstrated with a hospital located within the city limits of Denton. d)Additional on-line services shall be provided during disasters and Mass Casualty Incidents (MCIs). e)Audio recordings shall be maintained of all on-line medical direction and copies will be provided to the designated DFD personnel upon request. f)The Medical Director or a similarly-qualified designee shall be available 24 hours per day, 7 days per week, and 365 days per year. 2)Off-Line Medical Direction in the following areas: a)Off-line services shall be provided as required by the Texas State Board of Medical ExaminersÓ EMS regulations for Medical Directors. b)The Medical Director shall be a board certified Emergency Medicine Physician. c)The Medical Director shall provide protocols that will address basic and advanced life support procedures. Two (2) copies, one (1) written and one (1) electronic, of the DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 protocols shall be provided to the DFD EMS Program Manager no later than 30 days from the start of the contract. d)Continuous protocol development and review will be provided with input from the DFD EMS Program Manager and DFD Field Training Officers (FTO). At a minimum, all protocols will be reviewed and/or updated annually. e)A Quality Assurance/Quality Improvement Program shall provide a systematic plan and shall include a system that uses audits to drive training needs, protocol development, quality assurance, and quality improvement. f)A skills review and protocol test shall be formulated by the Medical Director. g)A written remediation plan shall define procedures for DFD employees who fail to meet minimum requirements of the evaluation tools used by the Provider and Texas Department of State Health Services (DSHS). h)The Medical Director shall provide EMS Continuing Education (CE) once a quarter (4 times a year). Each CE shall be offered twice to each of the three (3) shifts for a total of six (6) classes per quarter. The current format is EMS CE being offered for three (3) consecutive days with one (1) morning and one (1) afternoon session each day. Each class session shall be approximately three (3) hours in length. i)Medical Director shall support DFD efforts to develop specialty courses such as ACLS, BTLS, ITLS, PEPP/PALS and others. j)Medical Director shall provide a mechanism that encourages the local medical community to collaborate on issues of concern on a continuous basis. k)Medical Director shall enable DFD to use the Medical Director certification(s), DEA #, etc. that is necessary to procure equipment, medications, controlled substances, etc. deemed necessary as outlined in the EMS Protocols. l)Medical Director shall conduct an average of two (2) ride outs per month for a total of at least 24 ride outs per year. The length and location of each ride out shall be mutually determined by the Medical Director and the DFD EMS Battalion Chief. The ride out scheduling shall maximize the Medical DirectorÓs time for evaluati ng DFD staff and to provide onsite training for the DFD staff. (This omitted specification was inserted during contract development phase of the RFQ.) RFQ # 6253 Î Exhibit 3 Page 2 of 2 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 Exhibit B vǒĻƭƷĭğƩĻƭ {ƷğƷĻƒĻƓƷ ƚŅ vǒğƌźŅźĭğƷźƚƓƭ and Price Proposal No. 6253 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 DocuSign Envelope ID: 2EC2F616-6006-4954-8B87-D58BAA52FD19 Certificate Of Completion Envelope Id: 2EC2F616600649548B87D58BAA52FD19Status: Sent Subject: City Council Docusign Item - 6253-Medical Control Services Source Envelope: Document Pages: 112Signatures: 1Envelope Originator: Certificate Pages: 6Initials: 0Cindy Alonzo AutoNav: EnabledCynthia.Alonzo@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Cindy AlonzoLocation: DocuSign 12/6/2016 8:03:46 AM Cynthia.Alonzo@cityofdenton.com Signer EventsSignatureTimestamp Cindy AlonzoSent: 12/6/2016 8:28:01 AM Completed cynthia.alonzo@cityofdenton.comViewed: 12/6/2016 8:28:13 AM BuyerSigned: 12/6/2016 8:28:58 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: John H. Myers, M.D.Sent: 12/6/2016 8:29:00 AM john.myers@qrxmed.comResent: 12/7/2016 1:13:46 PM VPResent: 12/8/2016 12:26:04 PM Security Level: Email, Account Authentication Viewed: 12/8/2016 12:51:36 PM Using IP Address: 47.188.210.124 (Optional) Signed: 12/8/2016 4:48:05 PM Signed using mobile Electronic Record and Signature Disclosure: Accepted: 12/8/2016 12:51:36 PM ID: fad61082-cf47-42e3-8cc7-2e5da7c65405 John KnightSent: 12/8/2016 4:48:09 PM john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Howard Martin howard.martin@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Signer EventsSignatureTimestamp Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 12/8/2016 4:48:08 PM julia.winkley@cityofdenton.comViewed: 12/9/2016 6:14:39 AM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 12/8/2016 4:48:08 PM sherri.thurman@cityofdenton.comViewed: 12/9/2016 6:04:16 AM Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) 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) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Allison Carlwicz Allison.Carlwicz@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Envelope SentHashed/Encrypted12/8/2016 4:48:09 PM ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1548,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:December 13, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDenton,TexasauthorizingtheCityManagertoexecuteaFirst AmendmenttoaProfessionalServicesAgreementfortheCityofDentonLandDevelopmentCodeUpdate,by andbetweenClarionAssociates,LLCandtheCityofDenton,Texas;providingfortheexpenditureoffunds therefor;andprovidinganeffectivedate(File5053intheadditionalamountnot-to-exceed$190,230; aggregating a total not-to-exceed $290,107.35). FILE INFORMATION OnSeptember11,2012,CouncilapprovedaprofessionalservicesagreementwithClarionAssociates,LLC (Clarion)intheamountof$150,000forthereviewandupdateoftheCity’slanddevelopmentcode(Exhibit1). TheprojectwasdesignedtofocusontargetedcodeimprovementsthatcouldbecompletedwhiletheCityalso focusedonarelatedprojecttodevelopanewcitywidecomprehensiveplan.Thegoalwastoprovidean improvedlanddevelopmentcodethatwouldbeafoundationuponwhichtoimplementthenewcomprehensive plan(DentonPlan2030).ThecodeupdatesincludedageneralreorganizationandreformattingoftheDenton DevelopmentCode(DDC),aswellasanassessmentandupdateofthecodeintargetedareas.Theinitial assessmentreportwascompletedinNovember2013andadraftversionofthereorganizedandreformatted DDC, as well as proposed text for development review procedures were completed in 2014. Afterreceivingthefirstroundofdeliverables,thisprojectwasplacedonhold.However,inspring2016,the projectwasreinitiatedandClarionwasdirectedtoconcludetheprevioustaskandtoprepareanew/revised scope of work to complete three central tasks, comprised of: 1.Revising zoning districts and uses; 2.Draftingofnewdevelopmentanddesignstandards,includingthoseforinfillandredevelopment projects; 3.Facilitating public involvement and adoption of the new development code. ThisFirstAmendmentfocusesontheprimarygoalsofaddressinginefficienciesanddisconnectsthathave resultedfromthecurrentlanddevelopmentcodeandtoundertakeabroadrangeofsubstantiveupdatesto addressavarietyofissuesraisedintheDentonPlan2030andtheCity’sStrategicPlan.Thisamendmentwill buildonClarion’searlierworkbyusingthedraftversionofthereorganizedandreformattedDDCasa City of DentonPage 1 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1548,Version:1 foundation.Theprojecthasalsobeenexpandedtoallowforover400consultanthourstoprepareforand conduct public outreach. InaccordancewithTexasLocalGovernmentCode252.022,theprocurementofprofessionalservicesisexempt fromtherequirementofcompetitionbasedselection͵Thisitemisacontinuationofanexistingcontractin whichClarionhasdemonstratedexpertiseinalloftherequiredareasrelatedtothistask,includingzoning,land useplanning,developmentcodedrafting,graphicdesign,legalexpertiseandprojectmanagement. Additionally,ClarionhasdevelopedanintricateknowledgeoftheDentonDevelopmentCodeandCity processes from the work they have completed on the initial phases of this project. PRIOR ACTION/VIEW (COUNCIL, BOARDS, COMMISSIONS) ThisitemwaspresentedtotheDevelopmentCodeReviewCommitteeatitsNovember21,2016meeting, whereitreceivedfullsupportfromthecommittee.FundingforthisprojectwasapprovedbyCityCouncilinthe FY2015-16 operating budget for an amount up to $250,000. RECOMMENDATION StaffrecommendsawardingaFirstAmendmenttoaprofessionalservicesagreementwithClarionAssociates, LLC in the additional amount not-to-exceed $190,230; aggregating a total not-to-exceed $290,107.35. PRINCIPAL PLACE OF BUSINESS Clarion Associates Denver, CO ESTIMATED SCHEDULE OF PROJECT This project is estimated to be completed by January 2018. FISCAL INFORMATION TheprojectwillbefundedfromPlanningCapitalProjectfund220001.8411.Alinewillbeaddedtothe existing Purchase Order# 163436 upon Council approval. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:1.1 Manage financial resources in a responsible manner EXHIBITS City of DentonPage 2 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1548,Version:1 Exhibit 1: Original Contract Exhibit 2: Ordinance Exhibit 3: First Amendment Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Shandrian Jarvis at 349-8176. City of DentonPage 3 of 3Printed on 12/9/2016 powered by Legistar© EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 2 ORDINANCE NO. 2016-________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A FIRST AMENDMENT TO A PROFESSIONAL SERVICES AGREEMENT FOR THE CITY OF DENTON LAND DEVELOPMENT CODE UPDATE, BY AND BETWEEN CLARION ASSOCIATES, LLC AND THE CITY OF DENTON, TEXAS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5053 IN THE ADDITIONAL AMOUNT NOT-TO-EXCEED $190,230; AGGREGATING A TOTAL NOT-TO-EXCEED $290,107.35). WHEREAS, the City Council deems it necessary and appropriate and in the public interest to continue to engage the firm of Clarion Associates, LLC, Denver, Colorado to provide the City with professional planning services pertaining to the City of Denton Land Development Code Update; and WHEREAS, the City staff has reported to the City Council that there is a substantial need for the hereinabove described professional services by the City of Denton, and that limited City staff cannot adequately perform the specialized services and tasks, with its own personnel; and professional services on the basis of competitive bids, but must select the provider of professional services on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price; and WHEREAS, the City Council hereby finds and concludes that Clarion Associates, LLC is appropriately qualified under the provisions of the law, to be retained as a consulting firm for the City, respecting thisengagement; and WHEREAS, the City Council has provided in the City budget for the appropriation of funds to be used for the procurement of the foregoing professional services, as set forth in the First Amendment to Agreement for Professional Services;NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations contained in the preamble hereto are true and correct and are incorporated herewith as a part of this Ordinance. SECTION 2. The City Manager is hereby authorized to execute a First Amendment to Agreement for Professional ServicesFirst Amendmentwith the firm of Clarion Associates, LLC,in the additional amount of not-to-exceed $190,230,for professional consulting services pertaining to the interests of the City as hereinabove described, in substantially the form of the First Amendment which is attached hereto which is incorporated herewith by reference. SECTION 3. The award of this First Amendment is on the basis of the demonstrated competence and qualifications of the firm of Clarion Associates, LLC, and their ability to perform the professional planning services needed by the City for a fair and reasonable price. EXHIBIT 2 SECTION 4. The expenditure of funds as provided for in the attached First Amendment ishereby authorized. SECTION 5. This ordinance shall become effective upon its passage and approval. PASSED AND APPROVED this the _______ day of ___________, 2016. _________________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: __________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: __________________________________ City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1549,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:December 13, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDenton,Texasprovidingfor,authorizing,andapprovinga three(3)yearagreementfordigitalcontentprovidedthroughhooplaservice,fortheCityofDentonLibrary SystemwhichisavailablefromonlyonesourceandinaccordancewithChapter252.022oftheTexasLocal GovernmentCodesuchpurchasesareexemptfromtherequirementsofcompetitivebidding;andprovidingan effective date (File 5398 awarded to Midwest Tape in the three (3) year not-to-exceed amount of $140,000). FILE INFORMATION TheDentonPublicLibraryusesthehooplaservicetoprovidesimultaneousaccessforlibrarycustomersto thousandsofdigitaltitles,includingaudiobooks,ebooks,comics,music,moviesandTVshows.Hoopla providesthelargestcollectionofsimultaneoususestreamingdigitalcontentunderthepaypercirculation pricingmodel.Alldigitalcontentprovidedisavailableunderoneloginandavailablesimultaneouslytoall librarycustomers.Underthehooplapricingmodelthelibrarypaysforaccessonlytothecontentselectedby the customer-not for all available content. MidwestTapeisthesolesourcevendorforthehoopladeliverymodelandcontent(Exhibit1).Section252.022 oftheLocalGovernmentCodeprovidesthatprocurementofcommoditiesandservicesthatareexemptfrom competitive bidding, if over $50,000, shall be awarded by the governing body. RECOMMENDATION LibrarystaffrecommendsawardingtoMidwestTapeforstreamingdigitalcontentinthethree(3)yearnot-to- exceed amount of $140,000.00. PRINCIPAL PLACE OF BUSINESS Midwest Tape Holland Ohio ESTIMATED SCHEDULE OF PROJECT Thiswillbeathree(3)yearextensionofthecurrentcontractbeginningOctober1,2016throughSeptember30, City of DentonPage 1 of 2Printed on 12/9/2016 powered by Legistar© File #:ID 16-1549,Version:1 2019. FISCAL INFORMATION Funding for this service is budgeted in General Fund Library Department account number 301000.7899. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:1.5 Utilize technology to enhance efficiency and productivity EXHIBITS Exhibit 1: Staff Memo Exhibit 2: Hoopla Service Agreement Exhibit 3: Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Terri Gibbs at 349-8776. City of DentonPage 2 of 2Printed on 12/9/2016 powered by Legistar© EXHIBIT 2 hoopla® Service Agreement This hoopla Service Agreement (“Agreement”) is made as of this __ day of _________, 2016 (“Effective Date”) by and between City of Denton, Texas (the “Library”), and Midwest Tape, LLC. Whereas, Midwest Tape offers its hoopla digital service (“hoopla,” the “Service,” or the“hoopla Service”) to libraries to allow authorized library patrons to access digital media content using smart phones, tablets, computers, and web browsers; Whereas, the Service is comprised of a digital media platform that includes content in multiple formats (e.g., movies, television programs, music, audiobooks, eBooks, and comics) and is designed to be accessible 24/7 in accordance with circulation limits (if any) and other settings established by the user’s library system; and Whereas, the Library wishes to make hoopla available to the Library’s authorized users (“Patrons”); Now, therefore, in consideration of the promises and mutual covenants contained in this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Library and Midwest Tape (each a “Party” and collectively the “Parties”) agree as follows: I. D EFINITIONS. The following definitions apply wherever those terms appear in this Agreement: “Digital Media Application” means one or more computer programs maintained, owned, and/or used by Midwest Tape to provide access for limited periods to Digital Titles (including the ability to browse, borrow, stream, download, and/or return such titles) using certain smart phones, computer tablets, and/or other mobile devices. The Digital Media Application currently bears the name “hoopla.” “Digital Media Platform” means one or more computer programs owned, maintained, and/or used by Midwest Tape to provide access to Digital Titles and/or to allow the Library to manage its offering and Patron use of Digital Titles, including the Digital Media Application, hoopla digital Website, and hoopla Library Administration Website. “Digital Titles” means any and all movies, television programs, music, audiobooks, eBooks, comics, and other audio or visual works that Midwest Tape makes available to the Library and its Patrons via the Digital Media Platform during the Term of this Agreement. “hoopla Library Administration Website” means a Midwest Tape website that may be accessed and utilized by the Library to manage content available to Patrons in the Digital Media Platform, and to administer Library policies in regard to Patron use of the Service. “hoopla digital Website” means a Midwest Tape website (currently www.hoopladigital.com) that may be used to access, browse, borrow, stream, download, and/or return Digital Titles. “Intellectual Property Rights” means all rights in and to patents, trademarks, service marks, trade names, copyrights, trade secrets, technology, software, designs, algorithms, know-how, as well as moral rights and all other intellectual and proprietary rights of any type under the laws of any governmental authority. “Library Website” means a website owned, maintained, and/or used by or for the Library for the purpose of providing information to Patrons and/or the general public about the Library and its various content offerings, policies, objectives, initiatives, and procedures. DocuSign Envelope ID: 39BA7583-AAA9-4F42-83D5-B861F11F113F EXHIBIT 2 “Marks” means any trademarks, service marks, trade names, logos, designs, icons, characters, cover art, styles, and trade dress associated with any Digital Titles, including without limitation all translations or transliterations of the foregoing in any language, or any colorable imitations or modified versions thereof. “Midwest Tape” means Midwest Tape, LLC and any of its parents, subsidiaries, or affiliated entities that are engaged in the business of distributing media content in digital form to libraries and library users via the Digital Media Platform. “Service Partners” meansany third parties that provide digital storage, webhosting, IT services, data analysis and processing, or distribution or other services to Midwest Tape in connection with the Service. “Title Summary and Promotional Data” means, with respect to each Digital Title, the following information and data that is made available to Library pursuant to this Agreement: (i) title; (ii) author(s), publisher, illustrator(s), narrator(s), actor(s), director(s), producer(s), studio(s), and similar descriptive information; (iii) if commercially used, the digital object identifier; (iv) narrative description or summary of the work; (v) cover art and image, graphics, and other images; (vi) copyright notice; and (vii) any other identifying information. “Vendor” means any supplier to Midwest Tape of (i) Digital Title(s); (ii) Title Summary and Promotional Data; and/or (iii) technology or services necessary for Midwest Tape to provide the Service to the Library. II. L IBRARY R IGHTS & O BLIGATIONS. Rights. During the Term, and subject to all the terms and limitations set forth in this Agreement, Midwest Tape grants to the Library the non-exclusive and non-transferrable right to display and access the Digital Media Platform and Title Summary and Promotional Data for the limited purpose of: (a) allowing Patrons to access, view, and borrow Digital Titles through the Service and pursuant to this Agreement; (b) promoting awareness and authorized use of the Service, including via postings on the Library Website(s); and (c) establishing and implementing Library-specific policies in regard to use of the Service by the Library and Patrons, consistent with this Agreement and the requirements of the Digital Media Platform. Limitations. Except for the limited, non-exclusive, non-transferrable rights expressly granted to the Library above in this Section II, the Library has shall have no right in or to, or ownership of, the Service, Digital Titles, Digital Media Platform, hoopla digital Website, hoopla Library Administration Website, Digital Media Application, Marks, Title Summary and Promotional Data, or any other artwork or materials delivered by Midwest Tape in connection with this Agreement. The Library shall have no right to access, use, modify, or reproduce any portion of any source code relating to the Service and/or the Digital Media Platform, or to make, sell, or distribute any variations or derivative works of the Service and/or the Digital Media Platform. The Library agrees to the support and protection of Intellectual Property Rights (including but not limited to copyright and trademark protections), to prohibit Patrons from engaging in activities that infringe on these rights, and to refrain from facilitating such activities. In addition, the Library will comply with all other requirements communicated by Midwest Tape with respect to any Intellectual Property Rights and the Marks. No Public Performance Rights. The Library shall have no public performance rights in the Digital Titles. Accordingly, the Library may not offer any Digital Titles as a performance in order to entice Patrons or the general public to come to an event, sponsored by the Library or otherwise. General Obligations. To facilitate the successful introduction of the Service to, and use of the Service by, Patrons, the Library shall: (a) regularly communicate to staff, Patrons, and the general public served that the Service is available to Patrons; (b) provide suitable training opportunities to appropriate Library staff members, so that they understand the Service and can assist in the promotion and the use of the Service by Patrons; (c) regularly feature prominent links and references to popular Digital Titles and the hoopla DocuSign Envelope ID: 39BA7583-AAA9-4F42-83D5-B861F11F113F EXHIBIT 2 digital Website on the Library Website’s homepage; (d) incorporate MARC record data regarding Digital Titles in the Library’s catalog to enhance the discoverability of key content available in the Service; (e) manage all funds designated or appropriated for use of the Service; (f) participate in the implementation of the Service at the Library, including without limitation by providing Midwest Tape with sufficient and accurate information to identify Patrons of the Library who are authorized to utilize the Service; (g) provide Primary Support, as defined below; (h) perform requested linkage between the Service and the Library Website, as well as reasonable technical services to support and maintain the Service during the Term; and (i); notify Midwest Tape at least three (3) business days before any change in any RSS links, ILS configuration, URL updates, or other equipment or technology that could adversely impact the Service and/or the use of the Service, including any changes that could impact the process of Patron authentication. Network Connectivity. The Library is responsible for providing a suitable network and Internet system for integration of the Service into the Library Website or other systems. Use of the hoopla Library Administration Website. The Library agrees that it is solely responsible for managing its use of the hoopla Library Administration Website and using that website as designed, including by establishing, verifying, and maintaining any settings and controls regarding use of the Service by Patrons (e.g., limitations on circulations, content restrictions, reporting preferences, etc.). Library Website. The Library is solely responsible for all aspects of catalog integration, operation, training, support, and/or maintenance necessary for the operation of the Library Website. This may include obtaining a SIP2 or similar protocol software license(s) from a third-party vendor in order to support direct integration of the Service with the Library’s own Library Website or other systems, as well as the cost for customized MARC records it may obtain from a third-party supplier such as OCLC. The Library shall keep its hoopla account information current with Midwest Tape and promptly alert Midwest Tape to any significant changes relating to the Library Website, including but not limited to changes of personnel that could impact the support, functionality, and/or performance of the Service. Primary Support. The Library is responsible for providing its Patrons with “Primary Support,”which includes assisting Patrons with the use of the Service, responding to Patron questions regarding the functionality and technical requirements of the hoopla digital Website and the Digital Media Application, and helping Patrons with the process of communicating with Midwest Tape where necessary and appropriate to obtain additional support and technical assistance. No Warranties or Representations to Others. The Library represents and agrees that, except for the representations, warranties, and promises made to Midwest Tape in this Agreement, neither the Library nor any of its employees, agents, or others acting under its direction has made or will make any representations or warranties, expressed or implied, to anyone concerning the Service, Digital Titles, Digital Media Application, Digital Media Platform, hoopla digital Website, and/or hoopla Library Administration Website. Compliance with Applicable Laws and Regulations. The Library will, at its own expense, comply with all applicable laws, ordinances, rules, regulations, and other legal requirements in connection with the Library’s performance under this Agreement. Costs and Expenses. The Library is responsible for all of its own expenses and costs related to its performance under this Agreement. Midwest Tape has no obligation to reimburse the Library for any expenses or costs incurred by the Library related to this Agreement or to the performance of the Library’s obligations, including but not limited to any expenses and costs incurred in the preparation, systems integration, or use of the Digital Media Platform, hoopla Library Administration Website, hoopla digital Website, and Digital Media Application. DocuSign Envelope ID: 39BA7583-AAA9-4F42-83D5-B861F11F113F EXHIBIT 2 III. F EES, P AYMENTS & R EPORTING. Advance. On or before the Effective Date, the Library shall remit to Midwest Tape an advance/down payment (“Advance”) in the amount of $25,000, i.e., the amount indicated in Appendix A for the Library’s service-area population. These funds will be applied toward payment of future invoices for transactions in the Per Circulation Program, described below, unless the Library notifies Midwest Tape on or before the Effective Date that the Library instead prefers to use such funds to pay Midwest Tape for hoopla promotional materials, events, or communication efforts in connection with the introduction of the Service to Library Patrons. Upon written notice to Midwest Tape, the Library may choose to send additional funds to Midwest Tape to reestablish or replenish the Advance. Per Circulation Program. The Library shall pay Midwest Tape a Per Circulation Fee for each Circulation of a Digital Title. A “Circulation” occurs when the Library or a Patron using the Service, via the Digital Media Application or the hoopla digital Website, selects “borrow” and thereby obtains the opportunity to access, view, stream, or temporarily download a Digital Title for a specific period of time that is terminated either (i) upon expiration of the applicable borrowing period for that Digital Title, or (ii) when the Digital Title is returned before the end of the applicable borrowing period for that Digital Title. Midwest Tape shall be entitled to payment of a fee for each Circulation, regardless of whether the Digital Title is actually accessed, viewed, streamed, or downloaded during that circulation period. The “Per Circulation Fees” for individual Digital Titles are listed in the hoopla Library Administration Website and are subject to change from time to time. The Service allows for an unlimited number of Circulations of each of the Digital Titles that are available to the Library’s Patrons, so that multiple Patrons may access the same Digital Title(s) simultaneously via multiple transactions. Invoicing and Payment. Midwest Tape will invoice the Library by Invoice Period. “Invoice Period” means a calendar monthly period, recorded in UTC time, in which Circulations occur. Payment of each invoice will be due within thirty (30) days from the date of the invoice. During any period in which Midwest Tape is holding an Advance from the Library, Midwest Tape will apply the Advance funds toward payment of the invoice upon issuance. If the Library has any remaining Advance funds on account upon expiration or termination of this Agreement, Midwest Tape will notify the Library and refund any unencumbered and unapplied monies upon the Library’s written request. Reporting. Through the hoopla Library Administration Website, the Library will have access to certain reports summarizing Patron usage, circulation data, and purchase activity for the Digital Titles. Taxes. The Library is required to provide a sales tax exemption certificate, if applicable, to Midwest Tape as part of the on-boarding process. If the Library is not exempt or does not do so, Midwest Tape will add (and collect) sales taxes to any purchases made pursuant to this Agreement. The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article 20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act.” The tax exemption form can be obtained by contacting City of Denton’s Purchasing Department via electronic commmunication at purchasing@cityofdenton.com. IV. T ERM AND T ERMINATION. Term.The term of this Agreement (the “Term”) begins on the Effective Date and continues for a period of 12 months thereafter. Upon expiration of the Term, the Library has the option to renew for two additional 12 month terms, unless either Party has provided at least sixty (60) days’ advance written notice of non- renewal. Termination. This Agreement may be terminated in either of the following ways: DocuSign Envelope ID: 39BA7583-AAA9-4F42-83D5-B861F11F113F EXHIBIT 2 By Notice. Either Party may terminate this Agreement, with or without cause, by providing the other Party with sixty (60) days’ advance written notice. Due to Breach.Either Party may suspend its performance or, at that Party’s sole option, terminate this Agreement by providing the other Party with written notice of such action in the event of (i) the other Party’s material breach of this Agreement, which breach continues uncured for a period of thirty (30) days after written notice of such breach; or (ii) the Library’s failure to perform its payment obligations under Section III of this Agreement for a period of at least thirty (30) days. Upon termination of this Agreement, the Library shall immediately (i) cease distribution and use of the Service, Digital Media Application, Digital Media Platform, Digital Titles, Marks, Metadata, and Promotional Postings; and (ii) pay all amounts due to Midwest Tape. Once the Library satisfies these obligations, any unapplied portion of an Advance payment will be refunded within thirty (30) days. V. M IDWEST T APE R IGHTS & O BLIGATIONS. The hoopla Service. Midwest Tape and/or its Service Partners will: (a) host and support the Service as provided in this Agreement; (b) designate an implementation specialist (“hoopla Coordinator”) to be available for customer support to the Library in connection with the launch and implementation of the Service; and (c) provide the Library with access to the hoopla Library Administration Website, which offers tools to enable the Library to manage use of the Service, including in regard to Patron borrowing limits, lending policies, title blocking, ratings- and user-advisory settings, usage dashboard, and reporting. Ownership of Vendors’s Intellectual Property. Subject to the provisions of this Agreement, Vendors retain all of their Intellectual Property Rights in and to the Vendor’s Digital Titles, Metadata, Marks, and Promotional Postings, artwork, and other property that may be utilized or accessed in connection with the Service. Ownership of Midwest Tape’s Intellectual Property. As between the Parties, Midwest Tape owns and retains all Intellectual Property Rights in and to the Service, Digital Media Platform, Digital Media Application, hoopla digital Website, hoopla Library Administration Website, Midwest Tape and hoopla and hoopla digital trademarks, and all other Midwest Tape intellectual property, including but not limited to all modifications, updates, or improvements made thereto. The Library acknowledges Midwest Tape’s ownership of such Intellectual Property Rights. Modifications to Digital Media Platform. Midwest Tape has the right to modify, at any time, the Service, Digital Media Platform, Digital Media Application, hoopla digital Website, hoopla Library Administration Website, and other aspects and features of hoopla in Midwest Tape’s sole discretion, in order to develop, modify, or improve operations, performance, or functionality. Addition, Removal, and Modifications of Digital Titles. Midwest Tape has the right to take any or all of the following actions with respect to any Digital Title(s) at any time and in its sole discretion: (a) add or remove Digital Titles to or from the Service; (b) set or adjust the applicable Per Circulation Fee(s); (c) replace content files, Metadata, and/or Promotional Postings; and (d) edit or modify editorial content or designs. The Library will be notified by email, the hoopla Library Administration Website, or other means of major modifications to the functionality of the Service. Promotion of the Service. Midwest Tape may, at its own expense and in its own discretion, publicize the Service and communicate with the general public and Patrons regarding the availability, features, and use of the Service, Digital Titles, Digital Media Platform, and Digital Media Application. Support. Midwest Tape will support the Service by maintaining help files, information, and other appropriate documentation and training materials. Midwest Tape will undertake reasonable efforts to help the Library DocuSign Envelope ID: 39BA7583-AAA9-4F42-83D5-B861F11F113F EXHIBIT 2 perform the Library’s obligation to provide Primary Support to Patrons, including by offering periodic training opportunities to Library staff, updating the Library regarding system changes, and providing the Library with answers to “frequently asked questions” related to the Service. Midwest Tape will supply activation support, including assisting with the implementation of any software, and reasonable levels of continuing support to assist the Library in its use of the Service. Midwest Tape will make technical support personnel available for feedback, problem-solving, and/or general questions. Technical support services to the Library include: (i) reasonable efforts to identify, correct, and/or circumvent errors in the System, Digital Media Platform, Digital Media Application, hoopla digital Website, and hoopla Library Administration Website; and (ii) supplying updates, enhancements, and new versions of the Service as they become available (the “Secondary Support”). Midwest Tape has no obligation to provide Primary Support to Patrons and any support provided by Midwest Tape to Patrons will be in Midwest Tape’s sole discretion. Midwest Tape will use reasonable efforts to provide continuous service. Permissible down-time includes periodic unavailability due to matters such as: maintenance of the server(s); installation or testing of software, public or private telecommunications services, or internet nodes or facilities; and failure of equipment or services outside the control of Midwest Tape. Scheduled down-time will occur periodically and at times designed, in Midwest Tape’s sole discretion, to minimize inconvenience to hoopla users. VI. M ISCELLANEOUS. Indemnities. Entire section has been removed. The parties agrees that under the Constitution and Laws of the State of Texas, City cannot enter into a contract whereby it agrees to indemnity or hold harmless any other party; therefore, all references of any kind to indemnifying, holding or saving harmless for any reason whatsoever is of no effect. DISCLAIMER OF WARRANTIES. EXCEPT FOR ANY WARRANTIES EXPRESSLY PROVIDED BY MIDWEST TAPE IN THIS AGREEMENT, MIDWEST TAPE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOST BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLITY THEREOF. Confidential Information.“Confidential Information” means any non-public information of either Party that is disclosed to the other Party in connection with this Agreement either directly or indirectly, in writing, orally, electronically, or by inspection of tangible objects, and that is designated in writing as “Confidential” at the time of disclosure or within five (5) days thereafter. Confidential Information includes, without limitation, any and all non-public business plans, customer information, pricing, contract terms, available content and sales, marketing and/or finances of the disclosing Party. Each Party agrees to hold the Confidential Information of the other Party in confidence and to refrain from disclosing such Confidential Information to any third party, except to the extent required to be disclosed pursuant to governmental or judicial process, provided that notice of such process is promptly provided to the disclosing Party in order that it may have every opportunity to intercede in such process to contest such disclosure or seek an appropriate protective order. Confidential Information is the property of the disclosing Party, and the receiving Party will not be deemed by virtue of its access to Confidential Information to have acquired any right or interest in or to any such Confidential Information. Confidential does not affect either Party’s right to use or disclose information that is not Confidential Information, including information that is in the public domain or that the receiving DocuSign Envelope ID: 39BA7583-AAA9-4F42-83D5-B861F11F113F EXHIBIT 2 Party can show was known to it without any confidentiality obligation prior to the disclosure by the disclosing Party. Assignment. Except as provided herein, neither Party may, by operation of law or otherwise, assign, sublicense, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, which may not be unreasonably withheld or delayed. Either Party may assign, transfer, or otherwise delegate any or all of its rights and obligations under this Agreement to any successor carrying on that part of the business to which this Agreement relates or to any purchaser of all or substantially all of the assets or stock of such Party. Each Party may appoint contractors to perform part of its obligations hereunder, provided that the Party remains fully responsible for such contractor’s performance. This Agreement binds, benefits, and is enforceable by and against both Parties and their respective successors and permitted assigns. Notices. Notices required by this Agreement must be sent by United States mail, as well as by electronic mail (or by facsimile), directed as follows: Midwest Tape, LLC: Library: City of Denton, Texas 6950 Hall Street Attn: City Manager Holland, Ohio 43528 215 East McKinney Street info@midwesttapes.com 5ĻƓƷƚƓͲ Ļǣğƭ АЏЋЉЊ 1 (800) 875-2785 1 (940) 349-7100 Amendment. No amendment, modification, addendum, or revision to this Agreement is valid unless it is in writing and signed by all Parties to this Agreement. Arms-Length Negotiations.This Agreement was negotiated at arm’s length with each Party receiving advice from independent legal counsel, and has been executed and delivered in good faith. It is the intent of the Parties that no part of this Agreement should be construed against any Party because of the identity of the drafter. Counterparts. This Agreement may be executed in counterparts, each of which taken together constitutes one single Agreement between the Parties. Entire Agreement. This Agreement is an integrated Agreement containing the entire understanding between the Parties regarding the subject matter of this Agreement, and, except for the representations, warranties, and promises expressly set forth in this Agreement, no representations, warranties, or promises have been made or relied upon by either Party as an inducement to enter into this Agreement. This Agreement prevails over all prior communications or agreements between the Parties or their representatives regarding the subject matter hereof. \[Remainder of page intentionally left blank.\] DocuSign Envelope ID: 39BA7583-AAA9-4F42-83D5-B861F11F113F EXHIBIT 2 Force Majeure. No Party may be considered in default or to have incurred any liability hereunder due to any failure to perform this Agreement should such failure arise out of causes beyond its reasonable control, including, without limitation, work stoppages, fires, riots, accidents, floods, storms, unavailability of utilities or fuel, Internet or other communication failures, or other similar failures or occurrences. The time for performance will be extended for a period equal to the duration of such conditions. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above. ACCEPTED AND AGREED ACCEPTED AND AGREED Name of Library: City of Denton, Texas__ MIDWEST TAPE, LLC By: _______________________________ By: ____________________________ Print Name: Howard Martin____________ Print Name: _____________________ Title: Interim City Manager_____________ Title: __________________________ Date Signed: _______________________ Date Signed: ____________________ DocuSign Envelope ID: 39BA7583-AAA9-4F42-83D5-B861F11F113F EXHIBIT 2 Appendix A Advance Schedule Population of Advance in U.S. Service Area Dollars Ѣ ЊͲЉЉЉͲЉЉЉ υ ЊЉЉͲЉЉЉ ЎЉЉͲЉЉЉ Ώ ВВВͲВВВ υ АЎͲЉЉЉ ЌЉЉͲЉЉЉ Ώ ЍВВͲВВВ υ ЎЉͲЉЉЉ ЋЉЉͲЉЉЉ Ώ ЋВВͲВВВ υ ЌЎͲЉЉЉ ЊЉЉͲЉЉЉ Ώ ЊВВͲВВВ υ ЋЎͲЉЉЉ ЎЉͲЉЉЉ Ώ ВВͲВВВ υ ЊЋͲЉЉЉ Љ Ώ ЍВͲВВВ υ ЏͲЉЉЉ Service Agreement Advance (Fill in according to Schedule Above) Population of Service Area Advance ЊЉЉͲЉЉЉ Α ЊВВͲВВВ υЋЎͲЉЉЉ EXHIBIT 2 Certificate Of Completion Envelope Id: 39BA7583AAA94F4283D5B861F11F113FStatus: Sent Subject: City Council Docusign Item - 5398 - Digital Library Media Platform Source Envelope: Document Pages: 10Signatures: 2Envelope Originator: Certificate Pages: 6Initials: 0Cindy Alonzo AutoNav: EnabledCynthia.Alonzo@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Cindy AlonzoLocation: DocuSign 12/1/2016 1:08:13 PM Cynthia.Alonzo@cityofdenton.com Signer EventsSignatureTimestamp Cindy AlonzoSent: 12/1/2016 1:10:49 PM Completed cynthia.alonzo@cityofdenton.comViewed: 12/1/2016 1:10:59 PM BuyerSigned: 12/1/2016 1:12:32 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sue BascukSent: 12/1/2016 1:12:33 PM Sbascuk@midwesttapes.comViewed: 12/1/2016 2:14:54 PM GMSigned: 12/1/2016 2:21:01 PM Security Level: Email, Account Authentication Using IP Address: 70.98.142.254 (Optional) Signed using mobile Electronic Record and Signature Disclosure: Accepted: 12/1/2016 2:14:54 PM ID: 43bee6a5-4def-4467-8a67-acd8a4bbd184 John KnightSent: 12/1/2016 2:21:04 PM john.knight@cityofdenton.comViewed: 12/1/2016 2:52:22 PM Deputy City AttorneySigned: 12/1/2016 2:52:46 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 12/1/2016 2:52:48 PM julia.winkley@cityofdenton.comViewed: 12/2/2016 6:20:46 AM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Howard Martin howard.martin@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 2 Signer EventsSignatureTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: StatusTimestamp StatusTimestamp StatusTimestamp StatusTimestamp Julia WinkleySent: 12/1/2016 2:21:02 PM julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 12/1/2016 2:21:03 PM sherri.thurman@cityofdenton.comViewed: 12/1/2016 2:22:32 PM Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) 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) EXHIBIT 2 StatusTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Terri Gibbs Terri.Gibbs@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Timestamp StatusTimestamps Envelope SentHashed/Encrypted12/1/2016 2:52:48 PM EXHIBIT 2 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. 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EXHIBIT 2 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. EXHIBIT 3 ORDINANCE NO. ____________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTHORIZING, AND APPROVING A THREE (3) YEAR AGREEMENT FOR DIGITAL CONTENT THROUGH THE HOOPLA SERVICE FOR THE CITY OF DENTON LIBRARY SYSTEM WHICH IS AVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH CHAPTER 252.022 OF THE TEXAS LOCAL GOVERNMENT CODE SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 5398 AWARDED TO MIDWEST TAPE IN THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $140,000). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; andneed not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 5398 Midwest Tape $140,000 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding EXHIBIT 3 exclusive distribution rights to the materials; and need not be submitted to competitive bids. SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5398 to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the _________ day of ____________, 2016. ______________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ______________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1550,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:December 13, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDenton,Texasprovidingfor,authorizing,andapprovingthe expenditureoffundsforthepurchaseoftrafficsignalheadlight-emitting-diode(LED)indicationsand pedestrianLEDindications,fortheCityofDentonTrafficDepartment,whichareavailablefromonlyone sourceandinaccordancewithChapter252.022oftheTexasLocalGovernmentCodesuchpurchasesare exemptfromtherequirementsofcompetitivebidding;andprovidinganeffectivedate(File6269awardedto DynamicVisionCo.intheannualestimatedamountof$125,000forathree(3)yearnottoexceedamountof $375,000). FILE INFORMATION Thisitemisforthepurchaseofthefollowingtrafficsignalhardwareitemsforthesignalizedtraffic intersections listed in Exhibit 1: Duralight Traffic Signal LED Indications Duralight Traffic Signal Pedestrian LED Indications Inordertomaintainproductuniformityandtolimitthereplacementinventory,thesespecificmodelsare requiredaspartoftheCity’strafficsignalspecifications.Chapter252oftheTexasLocalGovernmentCode exemptsfromthecompetitivebidprocess,thosesuppliesandresourcesprotectedbycopyrightorpatentand availablefromonlyonesource.DynamicVisionCo.istheexclusivedistributorinTexasfortheseitemsand therefore, this is a sole source acquisition (Exhibit 2). RECOMMENDATION AwardtheexpenditureoffundsforthepurchaseoftrafficsignalhardwareasshownonExhibit3,toDynamic Vision Co. in the annual estimated amount of $125,000 for a three (3) year not to exceed amount of $375,000. PRINCIPAL PLACE OF BUSINESS Dynamic Vision Co. Grand Prairie, Texas City of DentonPage 1 of 2Printed on 12/9/2016 powered by Legistar© File #:ID 16-1550,Version:1 ESTIMATED SCHEDULE OF PROJECT These items can be delivered and installed within 30-45 days of receipt of an order. FISCAL INFORMATION These items will be funded on an as needed basis through job cost projects accounts. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Public Infrastructure Related Goal:2.1 Optimize resources to improve quality of City Roadways EXHIBITS Exhibit 1: List of Signalized Intersections Exhibit 2: Staff Memo Exhibit 3: Vendor Sole Source Letter Exhibit 4: Pricing Exhibit 5: Ordinance Exhibit 6: Contract Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Scott Wilson at 349-8491. City of DentonPage 2 of 2Printed on 12/9/2016 powered by Legistar© EXHIBIT 1 LƓƷĻƩƭĻĭƷźƚƓƭ tƩƚƆĻĭƷĻķ ŅƚƩ ƩğŅŅźĭ {źŭƓğƌ LƓƭƷğƌƌğƷźƚƓΉwĻƦƌğĭĻƒĻƓƷΉwĻƦğźƩ Carroll at Mulberry Mayhill at Colorado Mayhill at Spencer Mayhill at Morse State School at Unicorn Lake State School at FM 2499 University at I-35 University at Bonnie Brae University at Malone University at Fulton University at Alice University at Carroll University at Elm Bell & Sherman Bell & Mingo Bell & Eagle Oak & Fry Oak & Jagoe Teasley & Dallas Elm & Eagle Elm & Oak Elm & Hickory Locust & Oak Locust & Hickory EXHIBIT 2 EXHIBIT 3 TRASTAR, INC. 860 N. DOROTHY DR., STE. 600 RICHARDSON, TX 75081 TEL: (972) 480-0888 FAX: (972) 480-8884 October 4, 2016 Scott Wilson Traffic Operations Division City of Denton 801 Texas St. Denton, TX 76209 Dear Scott: This letter is to serve as notification that TraStar, Inc., the manufacturer of Duralight® Traffic Signal Lamps, has authorized Dynamic Vision Company as the sole distributor of Duralight® Traffic Signal Lamps in North Texas. If you have any questions, please give us a call at #972-480-0888. Sincerely, Elaine Davis Administrative Assistant www.trastarusa.com EXHIBIT 4 Quotation DATE:October 4, 2016 2100 N. Hwy. 360 #2107Quotation #: Q61096 Grand Prairie, TX 75050 To: City of DentonQuotation valid until: Prepared by:Veronica Lopez Attn: Scott Wilson Comments or special instructions: ITEMQTYDESCRIPTIONPRICETOTAL 1. This bid is for all line items as a matched system and will not sell them individually. 2. Unless stated under the Line Item Description, Dynamic is bidding material only. JXC300-HFTR03 12'' RED LED - HI FLUX 1 96$29.41$2,823.36 JXC300-HFTY02 12'' YELLOW LED-HI FLUX (HIGH TEMPERATURE) 2 98$32.74$3,208.52 JXC300-HFTG03 12'' GREEN LED - HI FLUX 3 96$29.97$2,877.12 JXJ 300-07R03 RED ARROW - RIGHT - 4 46$33.85$1,557.10 INCANDESCENT LOOKING, OMNI DIRECTIONAL JXJ 300-07R03 RED ARROW - LEFT - 5 46$33.85$1,557.10 INCANDESCENT LOOKING, OMNI DIRECTIONAL JXJ300-07Y03 YELLOW ARROW - RIGHT - 6 46$33.85$1,557.10 INCANDESCENT LOOKING, OMNI DIRECTIONAL JXJ300-07Y03 YELLOW ARROW -LEFT- 7 46$33.85$1,557.10 INCANDESCENT LOOKING, OMNI DIRECTIONAL JXJ300-07G03 GREEN ARROW - RIGHT - 8 46$42.73$1,965.58 INCANDESCENT LOOKING, OMNI DIRECTIONAL JXJ300-07G03 GREEN ARROW - LEFT - 9 46$42.73$1,965.58 INCANDESCENT LOOKING, OMNI DIRECTIONAL JXM-400VIEIL01 COUNTDOWN PEDESTRIAN LED - INCANDESCENT LOOKING 10 80$113.22$9,057.60 TOTAL$28,126.16 THANK YOU FOR YOUR BUSINESS! Dynamic Vision Co. Inc. PO Box 535397 Denton, TX 75053 Ph: 940-735-3035 Fx: 940-484-0170 vlopez@dynvision.net EXHIBIT 5 ORDINANCE NO. ____________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTHORIZING, AND APPROVING THE EXPENDITURE OF FUNDS FOR THE PURCHASE OF TRAFFIC SIGNAL HEAD LIGHT-EMITTING-DIODODE (LED) INDICATIONS AND PEDESTRIAN LED INDICATIONS, FOR THE CITY OF DENTON TRAFFIC DEPARTMENT, WHICH AREAVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH CHAPTER 252.022 OF THE TEXAS LOCAL GOVERNMENT CODE SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 6269 AWARDED TO DYNAMIC VISION CO. IN THE ANNUAL ESTIMATED AMOUNT OF $125,000 FOR A THREE (3) YEAR NOT TO EXCEED AMOUNT OF $375,000). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; andneed not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 6269 Dynamic Vision Co. $375,000 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and EXHIBIT 5 library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6269 to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the _________ day of ____________, 2016. ______________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ______________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ EXHIBIT 6 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ DƩğƓźĭǒƭ ϔ hƩķźƓğƓĭĻ ϔ DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND DYNAMIC VISION CO. (FILE 6269) THIS CONTRACT is made and entered into this date ________________, by and between Dynamic Vision Co. a corporation, whose address is 2100 N. Hwy, 360 #2107, Grand Prairie, TX 7505, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES FILE # 6269, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions; (b) FILE 6269 (on file at the office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions C; (d) Certificate of Interested Parties Electronic Filing (Exhibit (e) (Exhibit "E"); (f) Form CIQ Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. T FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY:________________________________ AUTHORIZED SIGNATURE Date:___________________________ Name:__________________________ Title: ___________________________ ____________________________________ PHONE NUMBER ____________________________________ EMAIL ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ________________________________ HOWARD MARTIN INTERIM CITY MANAGER BY: __________________________________ Date:_______________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 Exhibit A Special Terms and Conditions The Quantities indicated on Exhibit F are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The representative as needed by the City. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 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 list. The price adjustment will be determined quarterly 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 responsibility 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 participate in the escalation/de-escalation clause. FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 Total Contract Amount The contract total for services shall not exceed $375,000. Pricing shall be per Exhibit F attached. Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings 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 Supplier. No Terms and Conditions contained in statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed -of-way. 1.. The Contractor shall fully and timely provide all the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2.EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3.CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4.SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5.TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 6.DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7.RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8.NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9.PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could 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, 10.WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 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 Re 11.COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach o obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12.INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Departmen the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the in address and, if applicable, the tax identification number on the invoice must exactly match the City may rely on th C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 13.PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; which is not covered by insurance required to be provided by the Contractor; v. reasonable 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 electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14.TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 15.FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the ter under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising s by the Contractor against the City other than those previously asserted in writing and not yet settled. 16.SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17.RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18.SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor 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 FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19.WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20.WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21.WARRANTY DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non- and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice 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 Contractor shall assist and cooperate with the City to the fullest extent to enforce such the benefit of the City. 22.WARRANTY SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 23.ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, 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 assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25.STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26.DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor the City. 27.TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, ing, without - 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 C any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28.TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 29.FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30.DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31.INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 32.INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provid endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. 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 Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 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. FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provi notice of erosion of the aggregate limits below occurrence limits for all applicable s are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33.CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34.NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35.RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 36.NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and cable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co- h the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37.CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38.OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided e or joint ownership of any Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and wledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39.PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40.ADVERTISING consent, the fact that the City has entered into the Contract, except to the extent required by law. 41.NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42.GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 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 this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Interest Questionnaire. 44.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an e be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45.ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46.WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47.MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 48.INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49.DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50.JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51.INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 52.HOLIDAYS: The following holidays are observed by the City: MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approvedby the City Manager of Denton, Texas or his authorized designee. 53.SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54.NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55.EQUAL OPPORTUNITY A.Equal Employment Opportunity: 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: 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 FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59.PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. terms and conditions 4. Purchase order 5. Supplier terms and conditions FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics FILE 6269 DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT Exhibit E 6 Quotation DATE:October 4, 2016 2100 N. Hwy. 360 #2107Quotation #: Q61096 Grand Prairie, TX 75050 To: City of DentonQuotation valid until: Prepared by:Veronica Lopez Attn: Scott Wilson Comments or special instructions: ITEMQTYDESCRIPTIONPRICETOTAL 1. This bid is for all line items as a matched system and will not sell them individually. 2. Unless stated under the Line Item Description, Dynamic is bidding material only. JXC300-HFTR03 12'' RED LED - HI FLUX 1 96$29.41$2,823.36 JXC300-HFTY02 12'' YELLOW LED-HI FLUX (HIGH TEMPERATURE) 2 98$32.74$3,208.52 JXC300-HFTG03 12'' GREEN LED - HI FLUX 3 96$29.97$2,877.12 JXJ 300-07R03 RED ARROW - RIGHT - 4 46$33.85$1,557.10 INCANDESCENT LOOKING, OMNI DIRECTIONAL JXJ 300-07R03 RED ARROW - LEFT - 5 46$33.85$1,557.10 INCANDESCENT LOOKING, OMNI DIRECTIONAL JXJ300-07Y03 YELLOW ARROW - RIGHT - 6 46$33.85$1,557.10 INCANDESCENT LOOKING, OMNI DIRECTIONAL JXJ300-07Y03 YELLOW ARROW -LEFT- 7 46$33.85$1,557.10 INCANDESCENT LOOKING, OMNI DIRECTIONAL JXJ300-07G03 GREEN ARROW - RIGHT - 8 46$42.73$1,965.58 INCANDESCENT LOOKING, OMNI DIRECTIONAL JXJ300-07G03 GREEN ARROW - LEFT - 9 46$42.73$1,965.58 INCANDESCENT LOOKING, OMNI DIRECTIONAL JXM-400VIEIL01 COUNTDOWN PEDESTRIAN LED - INCANDESCENT LOOKING 10 80$113.22$9,057.60 TOTAL$28,126.16 THANK YOU FOR YOUR BUSINESS! Dynamic Vision Co. Inc. PO Box 535397 Denton, TX 75053 Ph: 940-735-3035 Fx: 940-484-0170 vlopez@dynvision.net DocuSign Envelope ID: 66F81DBF-D437-4F4A-98E7-F65AF77ECBA9 EXHIBIT 6 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 relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C &D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? YesNo 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? YesNo C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? YesNo 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 entityDate EXHIBIT 6 Certificate Of Completion Envelope Id: 66F81DBFD4374F4A98E7F65AF77ECBA9Status: Sent Subject: City Council Docusign Item - 6269 Dynamic Vision Source Envelope: Document Pages: 27Signatures: 3Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabledjody.word@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 11/28/2016 2:50:11 PM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 11/28/2016 2:55:04 PM Completed jody.word@cityofdenton.comViewed: 11/28/2016 2:55:18 PM BuyerSigned: 11/28/2016 2:56:37 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Veronica LopezSent: 11/28/2016 2:56:39 PM vlopez@dynvision.netViewed: 11/29/2016 5:44:02 AM PresidentSigned: 11/29/2016 5:58:18 AM Dynamic Vision, Co. Inc Using IP Address: 97.99.153.75 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: John KnightSent: 11/29/2016 5:58:22 AM john.knight@cityofdenton.comViewed: 11/29/2016 9:20:50 AM Deputy City AttorneySigned: 11/29/2016 9:21:06 AM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 11/29/2016 9:21:08 AM julia.winkley@cityofdenton.comViewed: 11/29/2016 10:21:30 AM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Howard Martin howard.martin@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 6 Signer EventsSignatureTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Julia WinkleySent: 11/29/2016 5:58:20 AM julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 11/29/2016 5:58:21 AM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) 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) EXHIBIT 6 Carbon Copy EventsStatusTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Scott Wilson scott.wilson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary EventsTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted11/29/2016 9:21:08 AM Electronic Record and Signature Disclosure EXHIBIT 6 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. 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By checking the 'I Agree' box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1551,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:December 13, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDenton,Texasprovidingfor,authorizing,andapprovingthe expenditureoffundsforthepurchaseofone(1)buckettruckfortheCityofDentonElectricDistribution Department,whichisavailablefromonlyonesourceandinaccordancewithChapter252.022oftheTexas LocalGovernmentCodesuchpurchasesareexemptfromtherequirementsofcompetitivebidding;and providing an effective date (File 6308 awarded to Altec Industries, Inc. in the amount of $226,858). FILE INFORMATION ThisitemisafleetadditionbuckettruckthatwasapprovedintheFiscalYear2016-2017budget.Thisvehicle willbeusedtomeettheincreasingdemandforserviceandwillbeusedbyanadditionalcrewthatwasalso approvedinthebudget.TheElectricDistributionfleethasbeenstandardizedtoAltecbuckettruckssince2008. This purchase will be made directly from the manufacturer (Exhibit 2). ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) ThePublicUtilitiesBoardwilldiscussthisitemonDecember12,2016forrecommendationtoforwardthis item to the City Council for consideration. RECOMMENDATION Award the purchase of one (1) bucket truck to Altec Industries, Inc. in the amount of $226,858. PRINCIPAL PLACE OF BUSINESS Altec Industries, Inc. Birmingham, AL ESTIMATED SCHEDULE OF PROJECT The purchase and delivery the bucket truck will occur within 300 days of purchase order issuance. FISCAL INFORMATION City of DentonPage 1 of 2Printed on 12/9/2016 powered by Legistar© File #:ID 16-1551,Version:1 Thebuckettruck(FleetID#ED1707)willbefundedfromElectricOperatingFundaccount# 604038605.1355.3920. Requisition #132021 has been entered in the Purchasing software system. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:2.3 Promote superior utility services and facilities EXHIBITS Exhibit 1: Bucket Truck Quote Exhibit 2: Standardization Memo Exhibit 3: Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Terry Kader at 349-8729. City of DentonPage 2 of 2Printed on 12/9/2016 powered by Legistar© EXHIBIT 1 Quote Number:339453 - 1 Altec, Inc. Ship To:Bill To: Altec Quotation Number: Account Manager: Technical Sales & Support: ItemDescriptionQtyPrice Unit 1. A. B. C. D. E. F. G. H. I. J. Page 1 of 15 Quote Number:339453 - 1 EXHIBIT 1 Altec, Inc. ItemDescriptionQtyPrice K. L. M. N. O. P. Q. 2. 3. 4. 5. 6. 7. 8. 9. Page 2 of 15 Quote Number:339453 - 1 EXHIBIT 1 Altec, Inc. ItemDescriptionQtyPrice A. B. C. D. E. F. 10. 11. 12. 13. 14. 15. Unit & Hydraulic Acc. 16. 17. 18. 19. A. Page 3 of 15 Quote Number:339453 - 1 EXHIBIT 1 Altec, Inc. ItemDescriptionQtyPrice B. C. D. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. Body 30. 31. 32. 33. A. B. Page 4 of 15 Quote Number:339453 - 1 EXHIBIT 1 Altec, Inc. ItemDescriptionQtyPrice C. D. E. F. G. 34. 35. 36. 37. 38. 39. 40. 41. 42. 43. 44. 45. 46. 47. 48. 49. 50. 51. 52. Page 5 of 15 Quote Number:339453 - 1 EXHIBIT 1 Altec, Inc. ItemDescriptionQtyPrice 53. 54. 55. 56. 57. 58. 59. 60. 61. 62. 63. 64. 65. 66. 67. 68. 69. 70. 71. 72. 73. Page 6 of 15 Quote Number:339453 - 1 EXHIBIT 1 Altec, Inc. ItemDescriptionQtyPrice 74. 75. 76. 77. 78. 79. Body and Chassis Accessories 80. 81. 82. 83. 84. 85. Page 7 of 15 Quote Number:339453 - 1 EXHIBIT 1 Altec, Inc. ItemDescriptionQtyPrice 86. 87. 88. 89. 90. 91. 92. 93. 94. 95. 96. 97. 98. 99. 100. 101. 102. 103. 104. Page 8 of 15 Quote Number:339453 - 1 EXHIBIT 1 Altec, Inc. ItemDescriptionQtyPrice Electrical Accessories 105. 106. 107. 108. 109. 110. 111. 112. A. B. C. D. E. F. G. 113. 114. 115. 116. 117. Page 9 of 15 Quote Number:339453 - 1 EXHIBIT 1 Altec, Inc. ItemDescriptionQtyPrice 118. Finishing Details 119. 120. 121. 122. 123. 124. 125. 126. 127. 128. 129. 130. 131. 132. Chassis 133. 134. 135. 136. Page 10 of 15 Quote Number:339453 - 1 EXHIBIT 1 Altec, Inc. ItemDescriptionQtyPrice 137. 138. 139. 140. 141. 142. 143. 144. 145. 146. 147. 148. 149. 150. 151. 152. 153. 154. 155. 156. 157. 158. 159. Page 11 of 15 Quote Number:339453 - 1 EXHIBIT 1 Altec, Inc. ItemDescriptionQtyPrice 160. 161. 162. 163. 164. 165. 166. 167. 168. 169. 170. 171. 172. 173. Additional Pricing 174. 175. 176. Unit / Body Total$150,250 Chassis Total$76,608 Total $226,858 Page 12 of 15 Quote Number:339453 - 1 EXHIBIT 1 Altec, Inc. Altec Industries, Inc. Notes: Page 13 of 15 Quote Number:339453 - 1 EXHIBIT 1 Altec, Inc. Page 14 of 15 Quote Number:339453 - 1 EXHIBIT 1 Altec, Inc. Page 15 of 15 EXHIBIT 3 ORDINANCE NO. ____________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTHORIZING, AND APPROVING THE EXPENDITURE OF FUNDS FOR THE PURCHASE OF ONE (1) BUCKET TRUCK FOR THE CITY OF DENTON ELECTRIC DISTRIBUTION DEPARTMENT, WHICH IS AVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH CHAPTER 252.022 OF THE TEXAS LOCAL GOVERNMENT CODE SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 6308 AWARDED TO ALTEC INDUSTRIES, INC. IN THE AMOUNT OF $226,858). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; andneed not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 6308 Altec Industries, Inc. $226,858 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding EXHIBIT 3 exclusive distribution rights to the materials; and need not be submitted to competitive bids. SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6308 to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the _________ day of ____________, 2016. ______________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ______________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1552,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:December 13, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDenton,TexasauthorizingtheapprovalofaSecond AmendmenttoacontractwithClearRisk,Inc.forClaimsManagementSoftwareandServiceswhichis availablefromonlyonesourceandinaccordancewithChapter252.022oftheTexasLocalGovernmentCode suchpurchasesareexemptfromtherequirementsofcompetitivebidding;andprovidinganeffectivedate(File 5452-providingforanadditionalthree(3)yearexpenditureamountof$49,500foratotalcontractawardnot-to- exceed $99,000). FILE INFORMATION TheoriginalClaimsServicesAgreementwithClearRisk,Inc.wasapprovedinthethree(3)yearamountof $49,500onJanuary9,2014.ClearRisk,Inc.currentlysuppliestheRiskManagementInformationSystem (RMIS)fortheCityofDenton.TheRMISfacilitatestheonlinereporting,bythevariousCitydepartments,of vehicleaccidents,on-the-jobinjuries,damagetothird-partypropertycausedbytheCity,orinjuriesto citizens/customersinvolvedinCityactivitiesorfacilities.AFirstAmendmentwasincludedwiththeinitial contractexecutiontomodifystandardtermsandconditions.TheFirstAmendmentisincludedintheoriginal contract (Exhibit 1). Theinformationthatisreportedon-linebydepartmentspopulatestoadatabasefromwhichRiskManagement canrunreports,analyzeaccident/injurytrenddata,sharestatisticswithdepartments,andcanprovidedatato actuaries.AdditionallytheRMISfunctionsasaclaimsmanagementsystemandalsoautomaticallygenerates theFirstReportofInjuryandothermandatedworkers’compensationforms.TheRMIShasreplacedthepaper accidentreportandhaseliminatedtheneedtomanuallyenterthedataintovariousspreadsheetsandmanually createtheworkers’compensationforms,whichsavesvaluablestafftimeandgreatlyreducesthelikelihoodof data entry errors. RiskManagementevaluatedmultipleRMISvendorsin2014.ClearRisk,Inc.,providedthebestsystemforthe priceandwasdeterminedtobethebestvaluefortheCity.InthecourseofdevelopingtheRMISwith ClearRisk,Inc.,agreatdealofcustomizationwasaddedtothesystematnoadditionalcosttotheCity,inorder tobuildthemostfunctionalsystembasedonourneedsandpreferences.Theendresultisanextremelyuser friendly,robustRMISthatfarexceedsany“off-the-shelf”system.Overthelastthreeyears,ClearRisk,Inc.has beenincrediblyresponsivetofurtherenhancingthesystemandmeetingwhateverserviceneedstheCityhas had. City of DentonPage 1 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1552,Version:1 ItisessentialfortheCityofDentontokeepthecurrentsoftwarevendorinordertoensurethecontinuityofthis customizedsoftware,availabilityofupgrades,softwarefixes,andaccesstoknowledgeandsupportresources. RiskManagementcouldnotidentifyanyvendorswithinthecitylimitthatcouldprovidethissoftware application. Therefore, purchasing this RMIS from the above vendor is the best value for the City of Denton. ClearRisk,Inc.isthesole-sourcevendorforthisRMIS(Exhibit1).Section252.022oftheLocalGovernment Codeprovidesthatprocurementofitemsthatareonlyavailablefromonesourcedonothavetobe competitively bid. ThecostfortheRMIShasnotincreasedsincetheCityofDentonfirstpurchasedit.Byrenewingforanother three year term, ClearRisk, Inc. is willing to forgo a proposed 12.5% increase. RECOMMENDATION StaffrecommendsapprovingaSecondAmendmenttotheagreementwithClearRisk,Inc.inthethree(3)year amount not-to-exceed $49,500 for a total contract award not-to-exceed $99,000. PRINCIPAL PLACE OF BUSINESS ClearRisk, Inc. St. John’s, Province of Newfoundland & Labrador ESTIMATED SCHEDULE OF PROJECT January 9, 2017 through January 8, 2020. FISCAL INFORMATION FundingisbudgetedintheRiskRetentionFundaccount860002.6545.Requisition#132126hasbeenentered in the Purchasing software system. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:1.5 Utilize technology to enhance efficiency and productivity EXHIBITS Exhibit 1: Original Contract Exhibit 2: Staff Memo City of DentonPage 2 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1552,Version:1 Exhibit 3: Ordinance Exhibit 4: Second Amendment Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Scott Payne at 349-7836. City of DentonPage 3 of 3Printed on 12/9/2016 powered by Legistar© EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 1 EXHIBIT 3 ORDINANCE NO. __________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE APPROVAL OF ASECOND AMENDMENT TO A CONTRACT WITH CLEAR RISK, INC. FOR CLAIMS MANAGEMENT SOFTWARE AND SERVICES WHICH IS AVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH CHAPTER 252.022 OF THE TEXAS LOCAL GOVERNMENT CODE SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 5452-PROVIDING FOR AN ADDITIONAL THREE (3) YEAR EXPENDITURE AMOUNT OF $49,500 FOR A TOTAL CONTRACT AWARD NOT-TO-EXCEED $99,000). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described in attached are hereby approved: FILE NUMBER VENDOR AMOUNT 5452 Clear Risk, Inc. $99,000 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. EXHIBIT 3 SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5452to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the _________ day of ____________, 2016. ______________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ EXHIBIT 4 City of Denton, TX #«¤ ±2¨²ªȐȩ 3¤±µ¨¢¤ !¦±¤¤¬¤³Ȑȩ ȏ%·³¤£¤£ 4¤±¬Ȑ DocuSign Envelope ID: 06BBB439-BF51-49EA-9D00-281AED251ACE EXHIBIT 4 Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1.Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2.Register utilizing the tutorial provided by the State 3.Print a copy of the completed Form 1295 4.Enter the Certificate Number on page 3 of this amendment. 5.Sign and notarize the Form 1295 6.Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Î Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics CommissionÓs website within seven business days. DocuSign Envelope ID: 06BBB439-BF51-49EA-9D00-281AED251ACE EXHIBIT 4 ClearRisk, Inc. _______________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER City of Denton, TX _______________________________________ DocuSign Envelope ID: 06BBB439-BF51-49EA-9D00-281AED251ACE EXHIBIT 4 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 relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filingauthority not later than the 7business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B.Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entityDate EXHIBIT 4 Certificate Of Completion Envelope Id: 06BBB439BF5149EA9D00281AED251ACEStatus: Sent Subject: City Council Docusign Item - 5452 Amendment 2 Source Envelope: Document Pages: 5Signatures: 2Envelope Originator: Certificate Pages: 6Initials: 0Karen E. Smith AutoNav: Enabledkaren.smith@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: OriginalHolder: Karen E. SmithLocation: DocuSign 12/2/2016 1:15:12 PM karen.smith@cityofdenton.com Signer EventsSignatureTimestamp Karen E. SmithSent: 12/2/2016 1:22:17 PM Completed karen.smith@cityofdenton.comViewed: 12/2/2016 1:22:26 PM Assistant Purchasing ManagerSigned: 12/2/2016 1:22:58 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Craig RoweSent: 12/2/2016 1:22:59 PM crowe@clearrisk.comResent: 12/6/2016 7:56:00 AM Security Level: Email, Account Authentication Viewed: 12/5/2016 7:23:48 AM (Optional) Signed: 12/6/2016 8:05:30 AM Using IP Address: 99.234.101.40 Electronic Record and Signature Disclosure: Accepted: 12/5/2016 7:23:48 AM ID: 68bab2ae-ff45-4433-bb17-1e23d9f22a29 John KnightSent: 12/6/2016 8:05:33 AM john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Howard Martin howard.martin@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: EXHIBIT 4 Signer EventsSignatureTimestamp Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: StatusTimestamp StatusTimestamp StatusTimestamp StatusTimestamp Julia WinkleySent: 12/6/2016 8:05:31 AM julia.winkley@cityofdenton.comViewed: 12/6/2016 8:22:36 AM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 12/6/2016 8:05:31 AM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: EXHIBIT 4 StatusTimestamp Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Scott Payne scott.payne@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Timestamp StatusTimestamps Envelope SentHashed/Encrypted12/6/2016 8:05:33 AM EXHIBIT 4 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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By checking the 'I Agree' box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1553,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:December 13, 2016 SUBJECT Consideradoptionofanordinanceacceptingcompetitiveproposalsandawardingacontractforthepurchaseof communicationsuppliesincludingcablingsensors,wire,brackets,andaccessories,fortheCityofDenton ElectricCommunicationsDepartmenttobestockedintheCityofDentonDistributionCenter;providingforthe expenditureoffundstherefor;andprovidinganeffectivedate(RFP6163-awardedtoAnixter,Inc.inthethree (3)yearnot-to-exceedamountof$100,000andCommunicationsandElectricalSupplies,Inc.(CESI)inthe three (3) year not-to-exceed amount of $400,000 for a total not-to-exceed amount of $500,000). RFP INFORMATION ThisRFPisforthesupplyofelectriccommunicationssuppliesthatwillbestockedintheDistributionCenter foreaseofordering.Thesupplieswillbeorderedonanasneededbasistomaintainappropriatestockinglevels. TheCityofDentonhasseveralelectricalprojectsplannedoverthenextfewyearsandtheseitemsaresupplies fortheprojects.Thesesuppliesincludethecomponentsthatareusedtosplicetogetheropticalfibercable. FibercommunicationisusedtoprovideInternetservicestoallcityfacilitiesandprovidecommunicationsfrom allofDentonMunicipalElectric’ssubstationsandfacilities.Thecablespecifiedinthisbidwillbeusedfor upcoming projects and the replacement of existing fiber as needed. RequestforProposals(RFP)weresentto234prospectivesuppliers,includingtwo(2)Dentonfirms.In addition,noticewasadvertisedinthelocalnewspaper,andthespecificationswereplacedontheCityofDenton MaterialsManagementwebsiteforprospectivesupplierstodownload.Two(2)responseswerereceived meetingtheminimumqualifications.Duetothespecializednatureofthefibercable,neithervendorcould providepricingforallitems.Therefore,thesubmittedproposalswererankedandevaluatedbylineitemto insurethatthebestvaluewasobtainedfortheCityofDenton(Exhibit1).Consolidatingtheseelectric communicationitemsintotwocontractswillmaketheorderingprocessmoreefficientandstockingtheseitems intheDistributionCenterwillallowstafftokeepanacceptableminimumamountonhandandlockinpricing for the first year of the contract. This will result in a savings of employee time and resources. RECOMMENDATION AwardtoAnixter,Inc.inthethree(3)yearnot-to-exceedamountof$100,000andCommunicationsand ElectricalSupplies,Inc.(CESI)inthethree(3)yearnot-to-exceedamountof$400,000foratotalnot-to-exceed amount of $500,000. City of DentonPage 1 of 2Printed on 12/9/2016 powered by Legistar© File #:ID 16-1553,Version:1 PRINCIPAL PLACE OF BUSINESS Communications and Electrical Supplies, Inc.Anixter, Inc. Nosho, MOGlenview, IL ESTIMATED SCHEDULE OF PROJECT Thisisaninitialone(1)yearcontractwithoptionstoextendthecontractfortwo(2)additionalone(1)year periods, with all terms and conditions remaining the same. FISCAL INFORMATION These will be funded out of the Warehouse Working Capital account and charged back to the using department. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:1.1 Manage financial resources in a responsible manner EXHIBITS Exhibit 1: Evaluation and Scoring Sheet Exhibit 2: Ordinance Exhibit 3: CESI Contract Exhibit 4: Anixter, Inc. Contract Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Elton Brock at 349-7133. City of DentonPage 2 of 2Printed on 12/9/2016 powered by Legistar© EXHIBIT 2 ORDINANCE NO. 2016-______ AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE PURCHASE OF COMMUNICATION SUPPLIES INCLUDING CABLING SENSORS, WIRE, BRACKETS, AND ACCESSORIES, FOR THE CITY OF DENTON ELECTRIC COMMUNICATIONS DEPARTMENT TO BE STOCKED IN THE CITY OF DENTON DISTRIBUTION CENTER; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6163AWARDED TO ANIXTER, INC. IN THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $100,000 AND COMMUNICATIONS AND ELECTRICAL SUPPLIES, INC. (CESI) IN THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $400,000 FOR A TOTAL NOT-TO-EXCEED AMOUNT OF $500,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of work wear for City employees in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplifor Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 6163 Anixter, Inc. $100,000 6163 Communications and Electrical Supplies, Inc. $400,000 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. EXHIBIT 2 SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. This will be an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods with all terms and conditions remaining the same. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 6163to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved proposals. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2016. ______________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY:____________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND COMMUNICATIONS AND ELECTRICAL SUPPLIES INC. CONTRACT 6163 THIS CONTRACT is made and entered into this date _______________________, by and between COMMUNICATIONS AND ELECTRICAL SUPPLIES, INC,a corporation, whose address is 13288 Newt Dr, Neosho, 64850, Mo, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the CityÓs RFP #6163 Supply of Communication Supplies, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a)Special Terms and Conditions(Exhibit ÐAÑ); (b)City of DentonÓs RFP 6163 (Exhibit ÐBÑ on file at the office of the Purchasing Agent); (c)City of Denton Standard Terms and Conditions (Exhibit Ð C Ñ); (d)Certificate of Interested Parties Electronic Filing (Exhibit ÐDÑ); (e)SupplierÓs Proposal. (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 in the order in which they are listed above. These documents shall be referred to collectively as ÐContract Documents.Ñ CONTRACT 6163- CESI 1 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: _____________________________ AUTHORIZED SIGNATURE Date:_____________________________ Name:____________________________ Title:______________________________ Phone Number: _____________________ EMAIL: ___________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _____________________________ HOWARD MARTIN INTERIM CITY MANAGER BY: __________________________________ Date:________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _______________________________ CONTRACT 6163- CESI 2 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 Exhibit A Special Terms and Conditions The Quantities indicated on Exhibit E are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplierÓs expense. Products that have been installed will be replaced at the supplierÓs expense. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturerÓs representative as needed by the City. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: Delivery beyond contracted lead times Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the ContractorÓs monthly profit margin. Notwithstanding anything to the contrary contained herein, in no event will Contractor be liable for liquidated damages in excess of two percent (2%) of the contract price. Contract Terms The contract shall commence upon the issuance of a Notice of Award by the City of Denton, from the date of award by Denton City Council. The City and Awarded Contractor shall have the option to renew this contract for an additional two (2) one-year periods. Denton Materials and services undertaken pursuant to this solicitation will be required to commence within fourteen (14) days of delivery of a Notice to Proceed The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date.. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. CONTRACT 6163- CESI 3 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 Price Escalation and De-escalation The City will implement an escalation/de-escalation price adjustment semi-annually. The escalation/de-escalation will be based upon manufacturer published pricing sheets to the vendor. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) for Communication and energy wire (PCU 33592). The price will be increased or decreased based upon the annual percentage change in the PPI. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. Should the PPI change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the PPI change not to exceed the 8% limit per year. The supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. Total Contract Amount The contract total shall not exceed $400,000. Pricing shall be per Exhibit E attached. Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. CONTRACT 6163- CESI 4 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of DentonÓs 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 CityÓs Procurement Department and the Supplier. No Terms and Conditions contained in the sellerÓs proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the CityÓs premises or on public rights-of-way. 1.CONTRACTORÓS OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the ContractorÓs Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2.EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3.CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the CityÓs name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4.SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5.TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. CONTRACT 6163- CESI 5 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 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 otherwis e stated in the Offer, the ContractorÓs price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7.RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the ContractorÓs, or the ContractorÓs SubcontractorÓs, facilities, or the deliverables at the ContractorÓs, or the ContractorÓs SubcontractorÓs, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8.NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9.PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the CityÓs service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the ContractorÓs obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the CityÓs facilities. 10.WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, CONTRACT 6163- CESI 6 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (ÐIIRIRA) enacted on September 30, 1996. 11.COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Cont ractor, itÓs Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the ContractorÓs obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12.INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the DepartmentÓs Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The ContractorÓs name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the VendorÓs registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the ContractorÓs invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13.PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within CONTRACT 6163- CESI 7 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 thirty (30) calendar days of the CityÓs receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the CityÓs agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the ContractorÓs 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 electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The CityÓs payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14.TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities whall not be reimbursed, unless otherwise negotiated. CONTRACT 6163- CESI 8 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 15.FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the ContractorÓs continuing oblig ations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the CityÓs right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16.SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17.RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the CityÓs sole discretion, grounds for termi nation thereof. Each of the terms ÐbooksÑ, ÐrecordsÑ, ÐdocumentsÑ and Ðother evidenceÑ, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18.SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor excep t as provided in the ContractorÓs 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 CONTRACT 6163- CESI 9 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19.WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20.WARRANTY Î TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21.WARRANTY Î DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or CONTRACT 6163- CESI 10 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the CityÓs option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impai r the CityÓs 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 manufacturerÓs warranty, the Contractor shall transfer and assign such manufacturerÓs warranty to the City. If for a ny reason the manufacturerÓs warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturerÓs warranty for the benefit of the City. 22.WARRANTY Î SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the CityÓs rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the CONTRACT 6163- CESI 11 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23.ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the CityÓs evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24.RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other partyÓs intent to p erform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25.STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26.DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in ContractorÓs Offer, or in any report or deliverable required to be subm itted by the Contractor to the City. 27.TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the CityÓs reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the ContractorÓs default, including, without limitation, cost of cover, reasonable attorneysÓ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the CityÓs vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. CONTRACT 6163- CESI 12 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 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 daysÓ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29.FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30.DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31.INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not lim ited to the agents, officers and employees of the City, the Contractor, the ContractorÓs subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL CONTRACT 6163- CESI 13 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 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 CONTRACTORÓS OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32.INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverageÓs and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The ContractorÓs and allsubcontractorsÓ 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 workersÓ compensation coverage written by the Texas WorkersÓ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The ÐotherÑ 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 CONTRACT 6163- CESI 14 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 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. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar daysÓ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverageÓs indicated within the Contract. xiv. The insurance coverageÓs specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33.CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the ContractorÓs ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34.NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the ContractorÓs Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. CONTRACT 6163- CESI 15 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 35.RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36.NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the CityÓs exercise anywhere in the world of the rights associated with the CityÓsÓ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the ContractorÓs breach of any of ContractorÓs representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the CityÓs behalf. Further, Contractor agrees that the CityÓs specifications regarding the deliverables shall in no way diminish ContractorÓs warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37.CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certai n of the CityÓs and/or its licensorsÓ 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, ÐConfidential InformationÑ). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38.OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. CONTRACT 6163- CESI 16 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the CityÓs sole or joint ownership of any such deliverables arising by virtu e of the CityÓs sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The ContractorÓs obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39.PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40.ADVERTISING: The Contractor shall not advertise or publish, without the CityÓs prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41.NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any CONTRACT 6163- CESI 17 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42.GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43.PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contrac t voidable by the City. The Contractor shall complete and submit the CityÓs Conflict of Interest Questionnaire. 44.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The ContractorÓs services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, workerÓs compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45.ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46.WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an CONTRACT 6163- CESI 18 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47.MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48.INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49.DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediatorÓs fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50.JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit CONTRACT 6163- CESI 19 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51.INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52.HOLIDAYS:The following holidays are observed by the City: New YearÓs Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New YearÓs Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approvedby the City Manager of Denton, Texas or his authorized designee. 53.SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54.NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55.EQUAL OPPORTUNITY A.Equal Employment Opportunity: No Offeror, or OfferorÓs agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, CONTRACT 6163- CESI 20 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 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 OfferorÓs 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 Î i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES:Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. CONTRACT 6163- CESI 21 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 59.PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard WorkersÓ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of CONTRACT 6163- CESI 22 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either PartyÓs exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1.Final negotiated contract 2.RFP/Bid documents 3.CityÓs standard terms and conditions 4.Purchase order 5.Supplier terms and conditions CONTRACT 6163- CESI 23 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1.Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2.Register utilizing the tutorial provided by the State 3.Print a copy of the completed Form 1295 4.Enter the Certificate Number on page 2 of this contract. 5.Sign and notarize the Form 1295 6.Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Î Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics CommissionÓs website within seven business days. CONTRACT 6163- CESI 24 DocuSign Envelope ID: 1C669422-F94A-4454-837A-0D547EC968E1 EXHIBIT 3 Certificate Of Completion Envelope Id: 1C669422F94A4454837A0D547EC968E1Status: Sent Subject: City Council Docusign Item - 6163 CESI Source Envelope: Document Pages: 26Signatures: 2Envelope Originator: Certificate Pages: 6Initials: 0Robyn Forsyth AutoNav: Enabledrobyn.forsyth@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Robyn ForsythLocation: DocuSign 11/29/2016 2:13:20 PM robyn.forsyth@cityofdenton.com Signer EventsSignatureTimestamp Robyn ForsythSent: 11/29/2016 2:19:43 PM Completed robyn.forsyth@cityofdenton.comViewed: 11/29/2016 2:19:54 PM BuyerSigned: 11/29/2016 2:20:30 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Kevin LovelandSent: 11/29/2016 2:20:32 PM kevin@ceslive.comViewed: 11/30/2016 11:13:21 AM Head of SalesSigned: 11/30/2016 11:15:43 AM Security Level: Email, Account Authentication Using IP Address: 72.14.25.106 (Optional) Electronic Record and Signature Disclosure: Accepted: 11/30/2016 11:13:21 AM ID: 274563cb-899b-4be5-9ed4-ca66bdc8599b John KnightSent: 11/30/2016 11:15:46 AM john.knight@cityofdenton.comViewed: 11/30/2016 11:16:35 AM Deputy City AttorneySigned: 11/30/2016 11:16:44 AM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 11/30/2016 11:16:45 AM julia.winkley@cityofdenton.comViewed: 11/30/2016 11:18:44 AM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Howard Martin howard.martin@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 3 Signer EventsSignatureTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: StatusTimestamp StatusTimestamp StatusTimestamp StatusTimestamp Julia WinkleySent: 11/30/2016 11:15:45 AM julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 11/30/2016 11:15:45 AM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) 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) EXHIBIT 3 StatusTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Laura Hermosilo Laura.Hermosillo@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Timestamp StatusTimestamps Envelope SentHashed/Encrypted11/30/2016 11:16:45 AM EXHIBIT 3 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. EXHIBIT 3 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: kevin.gunn@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at kevin.gunn@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to 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 future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: Allow per session cookies Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. EXHIBIT 3 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. EXHIBIT 4 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND ANIXTER, INC. Contract 6163 THIS CONTRACT is made and entered into this date _______________________, by and between Anixter Inc, a corporation, whose address is 2301 Patriot Blvd, Glenview Il, 60026 hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in RFP #6163 Supply of Communication Supplies, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions; (b) 6163 (on file at the office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions C; (d) Certificate of Interested Parties Electronic Filing (e) (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 in the order in which they are listed Contract 6163- Anixter Inc. DocuSign Envelope ID: 6E4DDEE6-9C4B-49ED-ADC6-E41432D0E0A1 EXHIBIT 4 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: _____________________________ AUTHORIZED SIGNATURE Date:_____________________________ Name:____________________________ Title:______________________________ Phone Number: _____________________ EMAIL: ___________________________ ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _____________________________ HOWARD MARTIN INTERIM CITY MANAGER BY: __________________________________ Date:________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _______________________________ Contract 6163- Anixter Inc. EXHIBIT 4 Exhibit A Special Terms and Conditions The Quantities indicated on Exhibit E are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returne Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be autho representative as needed by the City. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: Delivery beyond contracted lead times Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and . Notwithstanding anything to the contrary contained herein, in no event will Contractor be liable for liquidated damages in excess of two percent (2%) of the contract price. Contract Terms The contract shall commence upon the issuance of a Notice of Award by the City of Denton, from the date of award by Denton City Council. The City and Awarded Contractor shall have the option to renew this contract for an additional two (2) one-year periods. Denton Materials and services undertaken pursuant to this solicitation will be required to commence within fourteen (14) days of delivery of a Notice to Proceed The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. Contract 6163- Anixter Inc. EXHIBIT 4 Price Escalation and De-escalation The City will implement an escalation/de-escalation price adjustment semi-annually. The escalation/de-escalation will be based upon manufacturer published pricing sheets to the vendor. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) for Communication and energy wire (PCU 33592). The price will be increased or decreased based upon the annual percentage change in the PPI. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. Should the PPI change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the PPI change not to exceed the 8% limit per year. The supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. Total Contract Amount The contract total shall not exceed $100,000. Pricing shall be per Exhibit E attached. Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. Contract 6163- Anixter Inc. EXHIBIT 4 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings 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 Supplier. No Terms and Conditions contained in statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed -of-way. 1.. The Contractor shall fully and timely provide all the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2.EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3.CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4.SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5.TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. Contract 6163- Anixter Inc. EXHIBIT 4 6.DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7.RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8.NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9.PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could 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, 10.WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, Contract 6163- Anixter Inc. EXHIBIT 4 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 Res 11.COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12.INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number an 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 address and, if applicable, the tax identification number on the invoice must exactly match the s otherwise instructed in writing, the C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13.PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within Contract 6163- Anixter Inc. EXHIBIT 4 in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; which is not covered by insurance required to be provided by the Contractor; 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 electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14.TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities whall not be reimbursed, unless otherwise negotiated. Contract 6163- Anixter Inc. EXHIBIT 4 15.FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising other than those previously asserted in writing and not yet settled. 16.SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17.RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract ole discretion, grounds for termination thereof. Each of the include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18.SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor 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 Contract 6163- Anixter Inc. EXHIBIT 4 has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19.WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20.WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21.WARRANTY DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or Contract 6163- Anixter Inc. EXHIBIT 4 manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non- and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impa 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 the City. If for Contractor shall assist and cooperate with the City to the fullest extent to enforce such 22.WARRANTY SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contract 6163- Anixter Inc. EXHIBIT 4 Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23.ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay n of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24.RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25.STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26.DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in mitted by the Contractor to the City. 27.TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, limitation, cost of cover, reasonable attorneys- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28.TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract 6163- Anixter Inc. EXHIBIT 4 notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29.FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30.DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31.INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limi subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, Contract 6163- Anixter Inc. EXHIBIT 4 CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32.INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provid endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. 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 Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 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. Contract 6163- Anixter Inc. EXHIBIT 4 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. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provi notice of erosion of the aggregate limits below occurrence limits for all applicable s are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33.CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34.NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. Contract 6163- Anixter Inc. EXHIBIT 4 35.RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36.NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co- shall in no way diminish the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37.CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38.OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees Contract 6163- Anixter Inc. EXHIBIT 4 to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shal Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and tions to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39.PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40.ADVERTISING consent, the fact that the City has entered into the Contract, except to the extent required by law. 41.NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, Contract 6163- Anixter Inc. EXHIBIT 4 percentage, brokerage or contingent fee. 42.GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43.PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Interest Questionnaire. 44.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45.ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46.WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a Contract 6163- Anixter Inc. EXHIBIT 4 similar or different character. 47.MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48.INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49.DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor wil participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50.JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be Contract 6163- Anixter Inc. EXHIBIT 4 construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51.INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52.HOLIDAYS: The following holidays are observed by the City: ay (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approvedby the City Manager of Denton, Texas or his authorized designee. 53.SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54.NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55.EQUAL OPPORTUNITY A.Equal Employment Opportunity: 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 Contract 6163- Anixter Inc. EXHIBIT 4 to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. Contract 6163- Anixter Inc. EXHIBIT 4 59.PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 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 all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar Contract 6163- Anixter Inc. EXHIBIT 4 days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. 4. Purchase order 5. Supplier terms and conditions Contract 6163- Anixter Inc. DocuSign Envelope ID: 6E4DDEE6-9C4B-49ED-ADC6-E41432D0E0A1 EXHIBIT Exhibit D 4 DocuSign Envelope ID: 6E4DDEE6-9C4B-49ED-ADC6-E41432D0E0A1 EXHIBIT 4 Certificate Of Completion Envelope Id: 6E4DDEE69C4B49EDADC6E41432D0E0A1Status: Sent Subject: City Council Docusign Item - 6163 Anixter Inc. Source Envelope: Document Pages: 26Signatures: 2Envelope Originator: Certificate Pages: 6Initials: 0Robyn Forsyth AutoNav: Enabledrobyn.forsyth@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Robyn ForsythLocation: DocuSign 11/29/2016 2:30:50 PM robyn.forsyth@cityofdenton.com Signer EventsSignatureTimestamp Robyn ForsythSent: 11/29/2016 2:34:29 PM Completed robyn.forsyth@cityofdenton.comViewed: 11/29/2016 2:34:42 PM BuyerSigned: 11/29/2016 2:35:10 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Scott PriceSent: 11/29/2016 2:35:11 PM scott.price@anixter.comViewed: 11/29/2016 2:41:47 PM Sales ManagerSigned: 11/29/2016 2:44:14 PM Security Level: Email, Account Authentication Using IP Address: 149.128.8.245 (Optional) Electronic Record and Signature Disclosure: Accepted: 11/29/2016 2:41:47 PM ID: 99508f89-37c0-4695-8a76-15a6e516e3c0 John KnightSent: 11/29/2016 2:44:17 PM john.knight@cityofdenton.comViewed: 11/29/2016 3:00:49 PM Deputy City AttorneySigned: 11/29/2016 3:01:07 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 11/29/2016 3:01:09 PM julia.winkley@cityofdenton.comViewed: 11/29/2016 3:11:22 PM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Howard Martin howard.martin@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 4 Signer EventsSignatureTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Julia WinkleySent: 11/29/2016 2:44:15 PM julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 11/29/2016 2:44:15 PM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) 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) EXHIBIT 4 Carbon Copy EventsStatusTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Laura Hermosilo Laura.Hermosillo@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jason Leake jason.leake@anixter.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary EventsTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted11/29/2016 3:01:09 PM Electronic Record and Signature Disclosure EXHIBIT 4 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. EXHIBIT 4 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: kevin.gunn@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at kevin.gunn@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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EXHIBIT 4 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1557,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:December 13, 2016 SUBJECT ConsideradoptionofanordinanceacceptingcompetitivebidsbywayofaCooperativePurchasingProgram ParticipationAgreementwithCollinCountyundersection271.102ofthelocalgovernmentcode,forthe purchaseofcracksealingservicesfortheCityofDentonStreetdepartment;providingfortheexpenditureof fundstherefor;andprovidinganeffectivedate(File6036-awardedtoCurtco,Inc.intheunitpriceamountof $1.70 per pound for a not-to-exceed amount of $250,000). FILE INFORMATION ThiscracksealingservicescontractwillacceleratetheCityofDentonStreetdepartment’spreventative maintenanceprogram.ThecracksealingprocessextendsthelifeofthepavementandincreasingtheOverall ConditionIndex(OCI).Cracksealingisaccomplishedbysealingsurfacecrackswithrubberizedcracksealant topreventmoisturefrompenetratingintothesub-gradeandcausingpavementfailure.Cracksealingisa preventive maintenance tool that saves tax dollars by delaying or preventing costly street reconstruction. Inordertoinitiatethecracksealingservicesinatimelymanner,staffisrecommendingutilizingCollinCounty Contract#2015-161whichwasawardedtoCurtco,Inc.onSeptember14,2015.CityCouncilapproveda CooperativePurchasingAgreementwithCollinCountyonJuly8,2006whichallowsbothentitiestoutilize contractsforgoodsandservicescompetitivelybidbytheotherpartytothecontract.Thebidprocessfollowed bybothentitiesmeetsallstatutorybiddingrequirements.TheserviceslistedintheCollinCountycontractmeet theCity’sexistingneedsandprovidethebestvaluefortheCity.Therearenolocalvendorsthatprovidethis specific type of service. RECOMMENDATION AwardacontracttoCurtco,Inc.,forcracksealingservicesintheunitpriceamountof$1.70perpoundfora not-to-exceed amount of $250,000. PRINCIPAL PLACE OF BUSINESS Curtco, Inc. Center Point, Texas City of DentonPage 1 of 2Printed on 12/9/2016 powered by Legistar© File #:ID 16-1557,Version:1 ESTIMATED SCHEDULE OF PROJECT ThecurrentCollinCountycontracttermexpiresonSeptember30,2017.Thereisarenewaloptionforone(1) additionalyear.TheCityofDentonStreetDepartmentwillreviewtheirfundingforFiscalYear2017-18atthat time and determine whether a contract extension is needed. FISCAL INFORMATION ThecracksealingserviceswillbefundedfromStreetdepartmentmaintenanceaccount285801.6516.0002. Requisition # 131905 has been entered in the Purchasing software system. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Public Infrastructure Related Goal:2.1 Optimize resources to improve quality of City Roadways EXHIBITS Exhibit 1: Collin County Award Documents Exhibit 2: Ordinance Exhibit 3: Contract Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Keith Gabbard at 349-7144. City of DentonPage 2 of 2Printed on 12/9/2016 powered by Legistar© EXHIBIT 1 EXHIBIT 1 EXHIBIT E Curtis Wheatcraft P.O. Box 290068 cwheatcraft@aol.com Kerrville, TX 78029 Ph 830-634- Fax 830-634-3435 Notes -161--01-Supplier First Offer -$1.70 Y Product Code: -161--01-Supplier First Offer -$1.70 Y CRACKS, CONCRETE Product Code: -161--01-Supplier First Offer -$1.70 Y CRACKS, CONCRETE Product Code: -161--01-Supplier First Offer -$1.70 Y Product Code: -161--01-Supplier First Offer -$1.70 Y Product Code: EXHIBIT 2 ORDINANCE NO. __________ AN ORDINANCE ACCEPTING COMPETITIVE BIDS BY WAY OF A COOPERATIVE PURCHASING PROGRAM PARTICIPATION AGREEMENT WITH COLLIN COUNTY UNDER SECTION 271.102 OF THE LOCAL GOVERNMENT CODE, FOR THE PURCHASE OF CRACK SEALING SERVICES FOR THE CITY OF DENTON STREET DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 6036-AWARDED TO CURTCO, INC. IN THE UNIT PRICE AMOUNT OF $1.70 PER POUND FOR A NOT-TO-EXCEED AMOUNT OF $250,000). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee is hereby authorized to purchase Crack Sealing Services in the not-to-exceed amount of $250,000 from Curtco, Inc. under competitive bids received by the Collin County in accordance with a Cooperative Purchasing Program Participation Agreement under Section 271.102 of the Local Government Code which is on file in the office of the Purchasing Agent. SECTION 2. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6036 to the City Manager of the City of Denton, Texas, or his designee. SECTION 3. The City Manager, or his designee is authorized to expend funds pursuant to the agreement for the purchase of various goods and services. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the _______ day of _______________________, 2016. ______________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ EXHIBIT 3 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ DƩğƓźĭǒƭ ϔ hƩķźƓğƓĭĻ ϔ DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND CURTCO, INC. (FILE 6036) THIS CONTRACT is made and entered into this date __________________, by and between Curtco, Inc., a corporation, whose address is 6133 Highway 27, Center Point, Texas 78010, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or 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 Contractor shall provide products and or services in accordance with the Contractor’s proposal in response thereto, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit "E". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a)Special Terms and Conditions (Exhibit “A”); (b)City of Denton Standard Terms and Conditions (Exhibit “B”); (c)Insurance Requirements (Exhibit “C”); (d)Form CIQ – Conflict of Interest Questionnaire (Exhibit "D"); (e)Certificate of Interested Parties Electronic Filing (Exhibit “E”); (f)Contractor’s Price List (Exhibit "F"). These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” File # 6036 Page 1 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: ________________________________ AUTHORIZED SIGNATURE Date: _______________________________ Name: ______________________________ Title: PHONE NUMBER EMAIL TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: HOWARD MARTIN INTERIM CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ File # 6036 Page 2 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 Exhibit A Special Terms and Conditions Total Contract Amount The contract total for services shall not exceed $250,000. Pricing shall be per Exhibit F attached. Contract Terms The contract term will be one year, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department, or until the aforementioned not-to-exceed amount is attained, whichever occurs first. Contract Pricing The price for all items listed on the price list (Exhibit F) shall remain firm during the contract term. File # 6036 Page 3 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 Exhibit B Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1.CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2.EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3.CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4.SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5.TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. File # 6036 Page 4 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 6.DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7.RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8.NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9.PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10.WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, File # 6036 Page 5 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11.COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12.INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B.Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13.PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within File # 6036 Page 6 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B.If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or 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 electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14.TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities whall not be reimbursed, unless otherwise negotiated. File # 6036 Page 7 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 15.FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16.SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17.RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18.SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan File # 6036 Page 8 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19.WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20.WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21.WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or File # 6036 Page 9 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22.WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the File # 6036 Page 10 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23.ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24.RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25.STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26.DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27.TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28.TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the File # 6036 Page 11 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29.FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30.DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31.INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B.THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, File # 6036 Page 12 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32.INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. File # 6036 Page 13 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 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. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33.CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse 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 notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34.NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. File # 6036 Page 14 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 35.RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36.NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37.CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38.OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees File # 6036 Page 15 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39.PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40.ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41.NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, File # 6036 Page 16 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 percentage, brokerage or contingent fee. 42.GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43.PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45.ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46.WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a File # 6036 Page 17 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 similar or different character. 47.MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48.INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49.DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50.JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be File # 6036 Page 18 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51.INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52.HOLIDAYS:The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53.SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54.NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55.EQUAL OPPORTUNITY A.Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any File # 6036 Page 19 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 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 components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the File # 6036 Page 20 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 respondent. 59.PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to File # 6036 Page 21 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1.Final negotiated contract 2.RFP/Bid documents 3.City’s standard terms and conditions 4.Purchase order 5.Supplier terms and conditions Exhibit C 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 hereinafter. File # 6036 Page 22 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however,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 of 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 inclusion 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. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. File # 6036 Page 23 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 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 umbrella 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 this 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 contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. \[X\] 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 auto, or all owned hired and non-owned autos. \[X\] WorkersÓ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in File # 6036 Page 24 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer'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 subrogation 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 limits will be at least $500,000.00 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. \[ \] Builders' Risk Insurance Builders' 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, File # 6036 Page 25 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage \[ \] Commercial Crime Provides 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 employees, 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. File # 6036 Page 26 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 ATTACHMENT 1 \[X\] WorkersÓ 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 commission, 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 project - 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. "Services" 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 vendors, 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 contract. 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 showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the File # 6036 Page 27 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 project, so the governmental 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 coverage 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 the 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 person 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 amounts 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 coverage 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 the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and File # 6036 Page 28 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 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 delivery, 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 representing 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 classification 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. The 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. File # 6036 Page 29 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 Exhibit D CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. SeeSection 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B.Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date File # 6036 Page 30 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 Exhibit E In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1.Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2.Register utilizing the tutorial provided by the State 3.Print a copy of the completed Form 1295 4.Enter the Certificate Number on page 2 of this contract. 5.Sign and notarize the Form 1295 6.Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. File # 6036 Page 31 of 31 DocuSign Envelope ID: 1C41F39B-5ADE-4D2E-A070-34DC957A755B EXHIBIT 3 EXHIBIT F Curtis Wheatcraft P.O. Box 290068 cwheatcraft@aol.comKerrville, TX 78029 Ph 830-634- Fax 830-634-3435 Notes -161--01-SupplierFirst Offer -$1.70Y Product Code: -161--01-SupplierFirst Offer -$1.70Y CRACKS, CONCRETE Product Code: -161--01-SupplierFirst Offer -$1.70Y CRACKS, CONCRETE Product Code: -161--01-SupplierFirst Offer -$1.70Y Product Code: -161--01-SupplierFirst Offer -$1.70Y Product Code: EXHIBIT 3 Certificate Of Completion Envelope Id: 1C41F39B5ADE4D2EA07034DC957A755BStatus: Sent Subject: City Council Docusign Item - 6036-Pavement Crack Sealing Svcs. Source Envelope: Document Pages: 33Signatures: 2Envelope Originator: Certificate Pages: 6Initials: 0Cindy Alonzo AutoNav: EnabledCynthia.Alonzo@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Cindy AlonzoLocation: DocuSign 12/2/2016 8:04:16 AM Cynthia.Alonzo@cityofdenton.com Signer EventsSignatureTimestamp Cindy AlonzoSent: 12/2/2016 8:12:01 AM Completed cynthia.alonzo@cityofdenton.comViewed: 12/2/2016 8:12:10 AM BuyerSigned: 12/2/2016 8:13:33 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Curtis Wheatcraft - CurtcoSent: 12/2/2016 8:13:34 AM cwheatcraft@aol.comViewed: 12/5/2016 9:00:12 AM PresidentSigned: 12/5/2016 9:02:32 AM Security Level: Email, Account Authentication Using IP Address: 209.55.127.152 (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: John KnightSent: 12/5/2016 9:02:35 AM john.knight@cityofdenton.comViewed: 12/5/2016 9:32:03 AM Deputy City AttorneySigned: 12/5/2016 9:32:54 AM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 12/5/2016 9:32:55 AM julia.winkley@cityofdenton.comViewed: 12/5/2016 10:39:45 AM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Howard Martin howard.martin@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 3 Signer EventsSignatureTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: StatusTimestamp StatusTimestamp StatusTimestamp StatusTimestamp Julia WinkleySent: 12/5/2016 9:02:34 AM julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 12/5/2016 9:02:34 AM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) 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) EXHIBIT 3 StatusTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Keith Gabbard Keith.Gabbard@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Timestamp StatusTimestamps Envelope SentHashed/Encrypted12/5/2016 9:32:55 AM EXHIBIT 3 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1560,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:December 13, 2016 SUBJECT Consideradoptionofanordinanceacceptingcompetitiveproposalsandawardingapublicworkscontractfor theconstructionoftheFireStation4tobelocatedatthecornerofShermanDriveandKingsRow,Denton, Texas;providingfortheexpenditureoffundstherefor;andprovidinganeffectivedate(RFP6262-awardedto Ratliff Constructors, LP in the amount of $4,814,000). RFP INFORMATION ThisRFPisfortheconstructionoftheCityofDentonFireStationNo.4.Theprojectwillrequirenew constructiontoexistingrealpropertyandwillincludetheturn-keyconstructionofa12,589squarefootthree (3)bayfirestationwhichwillbebuilttoobtainLeadershipinEnergyandEnvironmentalDesign(LEED) certification. RequestsforProposalsweresentto1136prospectivecontractors.Inaddition,specificationswereplacedonthe MaterialsManagementwebsiteforprospectivesupplierstodownloadandadvertisedinthelocalnewspaper. Three(3)proposalswerereceived.Theproposalswereevaluatedbaseduponpublishedcriteriaincluding performance,delivery,acceptanceofstandardtermsandconditions,andprice.ABestandFinalOffer(BAFO) wasconductedwhichresultedinacostreductionof$35,000.Baseduponthisevaluation,RatliffConstructors, LPmeetsallrequirementsandisdeterminedtobethebestvaluefortheCity(Exhibit1-Evaluation/Ranking Sheet). RECOMMENDATION AwardtheconstructionofFireStationNo.4toRatliffConstructors,LPinthenot-to-exceedamountof $4,814,000. PRINCIPAL PLACE OF BUSINESS Ratliff Constructors, LP Addison, TX ESTIMATED SCHEDULE OF PROJECT City of DentonPage 1 of 2Printed on 12/9/2016 powered by Legistar© File #:ID 16-1560,Version:1 Theconstructionofthefirestationisestimatedtobecompletedwithin330workingdaysofissuanceofNotice to Proceed. FISCAL INFORMATION ThisprojectwillbefundedfromBondaccount#100195468.1365.40100.Requisition#132102hasbeenentered in the Purchasing software system. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:4.1 Enhance public safety in the community EXHIBITS Exhibit 1: Evaluation/Ranking sheet Exhibit 2: Project Scope Exhibit 3: Ordinance Exhibit 4: Contract Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Dean Hartley at 349-8423. City of DentonPage 2 of 2Printed on 12/9/2016 powered by Legistar© EXHIBIT 2 CźƩĻ {ƷğƷźƚƓ ϔЍ .ǒķŭĻƷ {ƚǒƩĭĻ ƚŅ wĻǝĻƓǒĻ C ЋЉЊЍΉЋЉЊЎ Dh .ƚƓķƭ υ ЊͲЊЋЉͲЉЉЉ C ЋЉЊЎΉЋЉЊЏ Dh .ƚƓķƭ υ ЎͲЉЋЉͲЉЉЉ ƚƷğƌ υ ЏͲЊЍЉͲЉЉЉ 9ǣƦĻƓķźƷǒƩĻƭ 5ĻƭźŭƓ υ ЌВВͲЋЉЉ \[ğƓķ υ ЎЉЏͲЍАЍ /ƚƓƭƷƩǒĭƷźƚƓ υ ЍͲБЊЍͲЉЉЉ CǒƩƓźƷǒƩĻͲ CźǣƷǒƩĻƭͲ 9ƨǒźƦƒĻƓƷͲ aźƭĭ͵ υ ЍЋЉͲЌЋЏ ƚƷğƌ υ ЏͲЊЍЉͲЉЉЉ EXHIBIT 3 ORDINANCE NO. _________ AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A PUBLIC WORKS CONTRACT FOR THE CONSTRUCTION OF THE FIRE STATION 4 TO BE LOCATED AT THE CORNER OF SHERMAN DRIVE AND KINGS ROW, DENTON, TEXAS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6262-AWARDED TO RATLIFF CONSTRUCTORS, LP IN THE AMOUNT OF $4,814,000). WHEREAS, the City has solicited, received and tabulated competitive proposals for the construction of public works or improvements in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and recommended that the herein described proposal is the highest scored proposal for the construction of the public works or improvements described in the Request for Proposal (RFP) document and plans and specifications therein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive proposal for the construction of public works or improvements, as described in the "Request for Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the RFP number assigned hereto, are hereby accepted and approved: RFP NUMBER CONTRACTOR AMOUNT 6262 Ratliff Constructors, LP $4,814,000 SECTION 2. The acceptance and approval of the above competitive proposals shall not constitute a contract between the City and the person submitting the proposal for construction of such public works or improvements herein accepted and approved, until such person shall comply with all requirements specified in the Notice to Proposers including the timely execution of a written contract and furnishing of performance and payment bonds, and insurance certificate after notification of the award. SECTION 3. The City Manager is hereby authorized to execute all necessary written contracts for the performance of the construction of the public works or improvements in accordance with the proposals accepted and approved herein, provided that such contracts are made in accordance with the Notice to Proposers and Request for Proposals, and documents relating thereto specifying the terms, conditions, plans and specifications, standards, quantities and specified sums contained therein. EXHIBIT 3 SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 6262to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. Upon acceptance and approval of the above competitive proposals and the execution of contracts for the public works and improvements as authorized herein, the City Council hereby authorizes the expenditure of funds in the manner and in the amount as specified in such approved proposals and authorized contracts executed pursuant thereto. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of ,2016. ______________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: EXHIBIT 4 DocuSign Envelope ID: EECD2A8F-E45B-4C4C-8255-484AA265C6FE EXHIBIT 4 DocuSign Envelope ID: EECD2A8F-E45B-4C4C-8255-484AA265C6FE EXHIBIT 4 DocuSign Envelope ID: EECD2A8F-E45B-4C4C-8255-484AA265C6FE EXHIBIT 4 DocuSign Envelope ID: EECD2A8F-E45B-4C4C-8255-484AA265C6FE EXHIBIT 4 DocuSign Envelope ID: EECD2A8F-E45B-4C4C-8255-484AA265C6FE EXHIBIT 4 DocuSign Envelope ID: EECD2A8F-E45B-4C4C-8255-484AA265C6FE EXHIBIT 4 DocuSign Envelope ID: EECD2A8F-E45B-4C4C-8255-484AA265C6FE EXHIBIT 4 DocuSign Envelope ID: EECD2A8F-E45B-4C4C-8255-484AA265C6FE EXHIBIT 4 DocuSign Envelope ID: EECD2A8F-E45B-4C4C-8255-484AA265C6FE EXHIBIT 4 DocuSign Envelope ID: EECD2A8F-E45B-4C4C-8255-484AA265C6FE EXHIBIT 4 DocuSign Envelope ID: EECD2A8F-E45B-4C4C-8255-484AA265C6FE EXHIBIT 4 DocuSign Envelope ID: 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EECD2A8F-E45B-4C4C-8255-484AA265C6FE EXHIBIT 4 EXHIBIT 4 Certificate Of Completion Envelope Id: EECD2A8FE45B4C4C8255484AA265C6FEStatus: Sent Subject: City Council Docusign Item - 6262 Source Envelope: Document Pages: 126Signatures: 2Envelope Originator: Certificate Pages: 6Initials: 0Elton Brock AutoNav: Enabledelton.brock@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Elton BrockLocation: DocuSign 12/7/2016 12:25:59 PM elton.brock@cityofdenton.com Signer EventsSignatureTimestamp Elton BrockSent: 12/7/2016 12:48:25 PM Completed elton.brock@cityofdenton.comViewed: 12/7/2016 12:48:41 PM Purchasing ManagerSigned: 12/7/2016 12:49:18 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Max Young, PresidentSent: 12/7/2016 12:49:19 PM max.young@ratcliffconstructors.comViewed: 12/7/2016 1:07:14 PM Security Level: Email, Account Authentication Signed: 12/7/2016 1:12:13 PM (Optional) Using IP Address: 207.91.141.130 Electronic Record and Signature Disclosure: Accepted: 12/7/2016 1:07:14 PM ID: 7d760846-ccd4-4564-a552-954095d1fdca John KnightSent: 12/7/2016 1:12:17 PM john.knight@cityofdenton.comViewed: 12/7/2016 1:20:58 PM Deputy City AttorneySigned: 12/7/2016 1:21:10 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 12/7/2016 1:21:13 PM julia.winkley@cityofdenton.comViewed: 12/7/2016 1:41:50 PM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Howard Martin howard.martin@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 4 Signer EventsSignatureTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Julia WinkleySent: 12/7/2016 1:12:16 PM julia.winkley@cityofdenton.comViewed: 12/7/2016 1:37:37 PM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 12/7/2016 1:12:16 PM sherri.thurman@cityofdenton.comViewed: 12/7/2016 1:19:15 PM Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) 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) EXHIBIT 4 Carbon Copy EventsStatusTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Herman Lawson, Project Manager herman.lawson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1565,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:December 13, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDenton,Texasprovidingfor,authorizing,andapprovingthe purchaseofExcessWorkers’CompensationInsuranceCoveragefortheCityofDenton,throughtheCity’ssole brokerofrecord,McGriff,Seibels,andWilliamsofTexas,Inc.,andinaccordancewithChapter252.024ofthe TexasLocalGovernmentCodesuchcoverageisexemptfromtherequirementsofcompetitivebidding;and providinganeffectivedate(File6311awardedtoMidwestEmployersCasualtyCompanyatarateof$0.1599 per$100ofpayrollintheestimatedone(1)yearamountof$154,142andathree(3)yearestimatednot-to- exceed amount of$486,000). BACKGROUND TheCityofDentoncurrentlyhasanexcessworkers’compensationinsurancepolicythroughMidwest EmployersCasualtyCompany(MECC).TheCityhasa$500,000peroccurrenceSelf-InsuredRetention(SIR) underthispolicywithinsurancecoverageuptothestatutorybenefitlevelsunderworkers’compensation. AlthoughtheCityisself-fundedforourworkers’compensationexposures,sincetheCityisstillliableforall reasonableandnecessarymedicalexpenses,indemnitybenefits,impairmentbenefits,andotherrelated expensesifanemployeeisinjuredonthejobwhileinthecourseandscopeofemployment,andsincethereis nocaponthepotentialcostsofaworkers’compensationclaim,theCityhaspurchasedtheexcesspolicyto provideanaddedlayerofprotectiontoourself-fundedprogram.OurexpiringpremiumwithMECCwasbased on a rate of $0.1556 per $100 of payroll, for an estimated annual premium of $147,331 in FY 15/16. INSURANCE SOLICITATION Giventhecomplexitiesofthisinsuranceproductsolicitationasdescribedingreaterdetailbelow,andgiventhat Chapter252.024oftheTexasLocalGovernmentCodeprovidesthatsuchproductsareexemptfromthe requirementsofcompetitivebidding,theCityutilizedtheservicesofoursolebrokerofrecord,McGriff, Seibels,andWilliams(McGriff),toassistusinprocuringthesecoverageswithoutgoingthroughtheRequest for Proposal (RFP) process. Overthepastseveralmonths,McGriffhasbeenactivelyengagedintheglobalexcessmarketonbehalfofall theirTexaspublicentityclients.Thecurrentexcessinsurancemarkethas“hardened”significantlyinrecent yearswhichmeansthatannualpremiumsforthisproducthaveincreasedsignificantlyandmanyinsurance carriershaveleftthemarketentirely.Muchofthishasbeendrivenbythecontinuedincreaseinhealthcare City of DentonPage 1 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1565,Version:1 costs.ThoseinsurancecarrierswhoremaininthemarketareseekinghigherSIR’s,especiallyforpublic entitieswithfireandlawenforcementexposures.Also,underwritersfortheseexcessinsurancecompaniesare requiring much more information from a prospective insured than they have in the past. As a result, McGriff received responses from two excess workers’ compensation insurance companies: Midwest Employers Casualty Company (incumbent)provided three options: $154,142 for a $500,000 SIR; $149,515 for a $550,000 SIR; and $144,887 for a $600,000 SIR Colony Insurance Company provided one option: $149,625 for a $500,000 SIR ($650,000 SIR for Police and Fire) Additionally,twoinsurancecarriersdeclinedtoprovidequotesbasedonseveralfactors,includinglosshistory and the exposure presented by Denton Municipal Electric. AdetailedanalysisoftheproposalsfromMidwestEmployersCasualtyCompanyandColonyInsurance Company can be found in Exhibit 1. Basedontheevaluationoftheproposals,bothstaffandourbrokerofrecord,McGriff,recommendthe purchaseofexcessworkers’compensationinsurancefromMidwestEmployersCasualtyCompanywiththe $500,000 SIR, for the rate of $0.1599 per $100 of payroll, for an estimated one year premium of $154,142. ThiscombinationofpremiumandSIRproposedbyMECCdoesnotrepresentthelowestoverallupfronttotal costtotheCity.However,thepremiumsavingsofapproximately$4,520,whencomparedwiththeproposal fromColonyInsuranceCompany,totakeonanadditional$150,000inpotentialriskperpoliceorfireworkers’ compensationclaimbecauseofthe$650,000SIRforthosecategoriesofemployees,doesnotseemtobeinthe bestinterestoftheCitysinceworkers’compensationclaimsdonothaveanytypeofcapontotalclaimcost. ThesameistrueofincreasingourSIRundertheoptionspresentedbyMidwestEmployersCasualtyCompany for minimal premium savings. RECOMMENDATION Staffrecommendsawardingaone-yearinitialcontracttoMidwestEmployersCasualtyCompanyforExcess Workers’Compensationinsurance,withoptionsfortwoadditionalone-yearrenewals.MidwestEmployers InsuranceCompanyisanA+ratedcarrierbyAMBestwithafinancialstrengthratingofXV($2,000,000,000+ in assets). PRINCIPAL PLACE OF BUSINESS Midwest Employers Casualty Company Chesterfield, Missouri. ESTIMATED SCHEDULE OF PROJECT Excessworkers’compensationinsurancecoveragewillbeeffectiveJanuary1,2017,foraninitialone(1)year City of DentonPage 2 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1565,Version:1 period. The City of Denton shall have the option to renew for two (2) additional one (1) year periods. FISCAL INFORMATION Excess workers’ compensation insurance is funded out of the Risk Retention Fund #860002.6719. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:1.1 Manage financial resources in a responsible manner EXHIBITS Exhibit 1: Excess Workers’ Compensation Evaluation Document Exhibit 2: Recommendation Letter from Broker Exhibit 3: Midwest Employers Casualty Company Proposal Exhibit 4: Colony Insurance Company Proposal Exhibit 5: Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Scott Payne at 349-7836. City of DentonPage 3 of 3Printed on 12/9/2016 powered by Legistar© EXHIBIT 2 MCGRIFF,SEIBELS&WILLIAMSOFTEXAS,INC. 5080 Spectrum Drive, Suite 900E, Addison, TX 75001 Tel (469) 232-2100 Fax (469) 232-2101 December 7, 2016 Mr. Scott Payne Risk Management Department City of Denton 601 E. Hickory Denton, TX 76205 Re: Excess Workers’ Compensation Renewal Scott, Thank you for the opportunity to assist the City of Denton in placing your Excess Workers’ Compensation Insurance. Four (4) carriers were approached to provide coverage quotes for the City of Denton, two (2) carriers responded and two (2) carriers declined to quote due to recent losses combined with heavy electrical payroll. These quotes were evaluated for the best available coverage at the best premium pricing. The Workers’ Compensation market has had an upward increase in rates due to the continual rise in healthcare costs. Some carriers have also compensated for these increasing costs under some job classes by increasing the retentions for those exposures. Police and Fire employees are a prime example of this class of employee due to the dangerous nature of their positions. We have one carrier that requires a higher self insured retention from the City for that class of employees. In order to confirm the City is receiving the best available coverage in the Excess Workers’ Compensation market, McGriff has obtained competitive quotes from the following carriers: Midwest Employers Casualty Company Colony Insurance Company Each carrier has proposed comparable coverages, terms & conditions, however, Midwest Employers has proposed the most advantageous coverage and additional program resources for the City with a comparable premium. They are proposing coverage for Statutory Workers’ Compensation coverage with an Employers Liability limit of $1,000,000 Per Occurrence with a $500,000 Self Insured Retention for all employees. They also provide online training courses, benchmark reporting and a library of training resources for the City of Denton employees. Midwest’s renewal includes a 2.8% rate increase attributed to continued and projected increases in medical cost trends. The increase in premium also includes a 2% increase in reported payroll. The total increase in premium is 4.6% over the expiring premium. We recommend the City renew its Excess Workers’ Compensation Insurance with Midwest Employers Casualty Company for a total premium of $154,142. EXHIBIT 2 Thank you for the opportunity to work with the City of Denton. Please let us know if you have any questions regarding these renewals. Sincerely, Robert Waggoner, ARM Senior Vice President EXHIBIT 3 Excess Workers’ Compensation Quote Effective Dates: December 31, 2016 – 2017 Carrier: Midwest Employers Casualty Corporation A.M. Best Rating: A+ XV Quote Options: Policy Terms Option 1 Option 2 Option 3 Named States TXTXTX Specific: Specific Limit Statutory Statutory Statutory Specific Retention $500,000 $550,000 $600,000 Employers Liability: Employers Liability Limit $1,000,000 $1,000,000 $1,000,000 Employers Liability Retention: See Specific See Specific See Specific Aggregate: N/A N/AN/A Rating Basis: Est. Annual Payroll $96,398,814 $96,398,814 $96,398,814 Est. Annual Manual Premium $1,514,551 $1,514,551 $1,514,551 Rate: .1599 .1551 .1503 Premium: Total Est. Premium $154,142 $149,515 $144,887 Policy Minimum Premium $138,728 $134,563 $130,399 Deposit Premium $154,142 $149,515 $144,887 Terrorism Risk Ins. Act of 2002 (including in Total $4,624 $4,485 $4,347 Deposit Due) Total Premium Due: $154,142 $149,515 $144,887 CONDITIONS / COMMENTS: * MECC must be notified of any aircraft changes occurring during the policy period. The following endorsements apply to all quote options: CMB-11 Amendment to Schedule Item 11 CMB-197 Policyholder Disclosure Notice of Terrorism Insurance ISI-254-EXC Aircraft Exclusion ISI-TX-A Texas – Governmental Entities ISI-TX Texas CMB-TX Texas Important Notice CMB-TX-EL Texas Employers Liability EXHIBIT 4 EXHIBIT 5 ORDINANCE NO. ____________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, COMPENSATION INSURANCE COVERAGE FOR THE CITY OF DENTON, THROUGH LS, AND WILLIAMS OF TEXAS, INC., AND IN ACCORDANCE WITH CHAPTER 252.024 OF THE TEXAS LOCAL GOVERNMENT CODE SUCH COVERAGE IS EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 6311 AWARDED TO MIDWEST EMPLOYERS CASUALTY COMPANY AT A RATE OF $0.1599 PER $100 OF PAYROLL IN THE ESTIMATED ONE (1) YEAR AMOUNT OF $154,142 AND A THREE (3) YEAR ESTIMATED NOT-TO-EXCEED AMOUNT OF $486,000). WHEREAS, Section 252.024of the Local Government Code provides that a municipality may select a licensed insurance broker as the sole broker of record to obtain proposals and coverages for excess or surplus insurance that provides necessary coverage and adequate limits of coverage in structured layered excess coverages in all areas of risk requiring special consideration, including public official liability, police professional liability, and airport liability; andneed not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described , and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 6311 Midwest Employers Casualty Company $486,000 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. EXHIBIT 5 SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6311 to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the _________ day of ____________, 2016. ______________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ______________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1567,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:December 13, 2016 SUBJECT Consideradoptionofanordinanceacceptingcompetitiveproposalsandawardingapublicworkscontractfor thesitedemolitionofthebuildinglocatedat301EastMcKinney,Denton,Texas;providingfortheexpenditure offundstherefor;andprovidinganeffectivedate(RFP6273-awardedtoLloydD.NeighborsDemolition,LLC in the amount of $176,500). RFP INFORMATION ThisRFPisforthedemolitionofabuildingthatwasacquiredbytheCityofDentoninJuly2016.Thebuilding hasbeenabatedforasbestosandithasbeendeterminedthatthebuildingisuninhabitableandneedstobe demolished. RequestsforProposalsweresentto1262prospectivecontractors.Inaddition,specificationswereplacedonthe MaterialsManagementwebsiteforprospectivesupplierstodownloadandadvertisedinthelocalnewspaper. Six(6)proposalswerereceived.Theproposalswereevaluatedbaseduponpublishedcriteriaincluding performance,delivery,acceptanceofstandardtermsandconditions,andprice.Baseduponthisevaluation, LloydD.NeighborsDemolition,LLCmeetsallrequirementsandisdeterminedtobethebestvaluefortheCity (Exhibit 1-Evaluation/Ranking Sheet. PRIOR ACTION/VIEW (COUNCIL, BOARDS, COMMISSIONS) August19,2016-CouncilreceivedanInformalStaffReportonthestatusofthestructureand remediation efforts November7,2016-CouncilreceivedaStatusReportaspartoftheFacilitiesSpacePlanCouncilWork Sessionitem.Staffreceiveddirectiontomoveforwardwiththedemolitionoftheformercountyannex building located at 301 E. McKinney St. RECOMMENDATION Awardthedemolitionofthestructurelocatedat301EastMcKinneytoLloydD.NeighborsDemolition,LLC in the amount of $176,500. PRINCIPAL PLACE OF BUSINESS City of DentonPage 1 of 2Printed on 12/9/2016 powered by Legistar© File #:ID 16-1567,Version:1 Lloyd D. Neighbors Demolition, LLC Hutchins, TX ESTIMATED SCHEDULE OF PROJECT The demolition is estimated to be completed within 60 working days of issuance of Notice to Proceed. FISCAL INFORMATION ThisprojectwillbefundedfromJDEaccount#100220444.1365.40100.Requisition#132131hasbeenentered in the Purchasing software system. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:1.1 Manage financial resources in a responsible manner EXHIBITS Exhibit 1: Evaluation/Ranking sheet Exhibit 2: Ordinance Exhibit 3: Contract Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Dean Hartley at 349-8423. City of DentonPage 2 of 2Printed on 12/9/2016 powered by Legistar© EXHIBIT 2 ORDINANCE NO. _________ AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A PUBLIC WORKS CONTRACT FOR THE SITE DEMOLITION OF THE BUILDING LOCATED AT 301 EAST MCKINNEY, DENTON, TEXAS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6273-AWARDED TO LLOYD D. NEIGHBORS DEMOLITION, LLC IN THE AMOUNT OF $176,500). WHEREAS, the City has solicited, received and tabulated competitive proposals for the construction of public works or improvements in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and recommended that the herein described proposal is the highest scored proposal for the construction of the public works or improvements described in the Request for Proposal (RFP) document and plans and specifications therein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive proposal for the construction of public works or improvements, as described in the "Request for Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the RFP number assigned hereto, are hereby accepted and approved: RFP NUMBER CONTRACTOR AMOUNT 6723 Lloyd D. Neighbors Demolition, LLC $176,500 SECTION 2. The acceptance and approval of the above competitive proposals shall not constitute a contract between the City and the person submitting the proposal for construction of such public works or improvements herein accepted and approved, until such person shall comply with all requirements specified in the Notice to Proposers including the timely execution of a written contract and furnishing of performance and payment bonds, and insurance certificate after notification of the award. SECTION 3. The City Manager is hereby authorized to execute all necessary written contracts for the performance of the construction of the public works or improvements in accordance with the proposals accepted and approved herein, provided that such contracts are made in accordance with the Notice to Proposers and Request for Proposals, and documents relating thereto specifying the terms, conditions, plans and specifications, standards, quantities and specified sums contained therein. EXHIBIT 2 SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 6273to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. Upon acceptance and approval of the above competitive proposals and the execution of contracts for the public works and improvements as authorized herein, the City Council hereby authorizes the expenditure of funds in the manner and in the amount as specified in such approved proposals and authorized contracts executed pursuant thereto. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of ,2016. ______________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: DocuSign Envelope ID: 24522CA9-EFC4-416B-ACE9-A033A825D908 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ DƩğƓźĭǒƭ ϔ hƩķźƓğƓĭĻ ϔ DocuSign Envelope ID: 24522CA9-EFC4-416B-ACE9-A033A825D908 DocuSign Envelope ID: 24522CA9-EFC4-416B-ACE9-A033A825D908 DocuSign Envelope ID: 24522CA9-EFC4-416B-ACE9-A033A825D908 DocuSign Envelope ID: 24522CA9-EFC4-416B-ACE9-A033A825D908 DocuSign Envelope ID: 24522CA9-EFC4-416B-ACE9-A033A825D908 DocuSign Envelope ID: 24522CA9-EFC4-416B-ACE9-A033A825D908 DocuSign Envelope ID: 24522CA9-EFC4-416B-ACE9-A033A825D908 DocuSign Envelope ID: 24522CA9-EFC4-416B-ACE9-A033A825D908 DocuSign Envelope ID: 24522CA9-EFC4-416B-ACE9-A033A825D908 DocuSign Envelope ID: 24522CA9-EFC4-416B-ACE9-A033A825D908 DocuSign Envelope ID: 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By checking the 'I Agree' box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1582,Version:1 Agenda Information Sheet SUBJECT Consider approval of the minutes of September 20 and September 27, 2016. City of DentonPage 1 of 1Printed on 12/9/2016 powered by Legistar© CITY OF DENTON CITY COUNCIL MINUTES September 20, 2016 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, September 20, 2016 at 11:30 a.m. in the Council Work Session Room at City Hall. PRESENT: Mayor Pro Tem Roden, Council Member Wazny, Council Member Briggs, Council Member Hawkins, Council Member Gregory, and Mayor Watts. ABSENT: Council Member Bagheri 1. Citizen Comments on Consent Agenda Items There were no comments from citizens on Consent Agenda Items. 2. Requests for clarification of agenda items listed on the agenda for September 20, 2016. Council Member Hawkins asked about Consent Agenda Item G relating to the water park. Council Member Briggs asked that Consent Agenda Items M, N, and K be pulled for separate consideration. Interim City Manager Martin stated that Item 5B would be pulled from consideration. City Attorney Burgess stated that there was an alternate ordinance to consider for Item J. She also noted that the Exhibit A for 6A reduced the take area and should be noted for consideration. 3. Work Session Reports A. ID 16-1170 Receive a report, hold a discussion, and give staff direction regarding a proposed Chapter 380 Economic Development Program Grant Agreement with Sally Beauty Supply, LLC, for a business expansion at 3900 Morse Street. Council Member Briggs left the meeting with a conflict of interest. Caroline Booth, Assistant Director of Economic Development, presented the background information on the Sally Beauty request for an economic incentive. Information on a prior incentive for Sally Beauty was reviewed as well as the current request. The EDP Board recommended a three year 50% rebate totaling $72,714. She presented information on the City's tax abatement and incentives policy and the fiscal impact of the abatement. The economic impact for the community at-large was noted. The proposed agreement and conditions for the agreement were reviewed. Council discussed the valuation of the assessed value of $22 million and that it appeared to be too low and suggested revising the wording for the assessed value. Council Member Briggs returned to the meeting. City of Denton City Council Minutes September 20, 2016 Page 2 B. ID 16-1064 Receive a report; hold a discussion, and give staff direction regarding the FY 2016-17 City Manager’s Proposed Budget, Capital Improvement Program, and Five-Year Financial Forecast. Chuck Springer, Director of Finance, summarized where the budget stood at this point in time. He reviewed the property tax rate which was a 3/4 cent decrease from last year, the proposed expenditures, the proposed revenues, and proposed additional expenditures for the budget. Springer continued with other fund changes to the Downtown TIRZ fund and the Traffic Safety Fund. He presented the decreases in the General Fund Travel and Training. Council Member Wazny suggested restoring the training money and take out money for the conservation plan. That would restore police and fire training. Council Member Hawkins noted that he would rather the tax reduction stay at 1/2 cent rather than the 3/4 cent reduction. There were collateral damages with the extra reduction. Council Member Gregory stated that training for health inspectors would be included in one of the areas that would be cut and that type of training was just as important for the health and safety of citizens as police and fire. Council Member Wazny felt that money from the Traffic Safety Fund could pay for something as long as it met the requirements for the expenditures from the fund. Money could be spent on a traffic light and the money from the traffic light could solve the problem of cutting a large item. Springer noted that the 2015-16 funds were one-time funds from the fund balance but that was a permanent tax rate reduction with the savings only a one-time reduction. Expenditures and revenues would be out of sync. Council Member Wazny stated that was a risk she was willing to take considering the size of the budget and what was being asked to cut. The assumption was a growing economy and increased revenue. Council discussed options to restore the training funding and how that affected the tax rate. They discussed with the Police and Fire Chiefs how a reduction in training would affect their departments. Mayor Pro Tem Roden felt that problems would be created for every department with these reductions. If Council was adamant for another 1/4 cent reduction, he felt this was the wrong place to cut and sent the wrong message across the city. Every director would say the same thing - opposed to cuts. Council Member Briggs felt training was important and would agree with using the Traffic Safety Fund to restore the training budget. Mayor Watts expressed concern with that process as it was a one-time budget expenditure which would be in the same place next year. City of Denton City Council Minutes September 20, 2016 Page 3 Council Member Wazny stated that the Traffic Safety Fund could spend money on a traffic light. She suggested putting money back into the budget with the elimination of the pavement marking equipment and using the Traffic Safety Fund for that purchase. Take the money for the traffic signal and use it to restore the training fund and other items Council might want to restore. Council Member Gregory stated that the solution for the traffic light did not solve the problem to keep expenditures and revenues balanced. That was suggesting to reduce the tax rate by going into the fund balance. He could not agree to this solution of reducing important items to reduce the tax rate 1/4 cent. That resulted in an unbalanced budget and going into fund balance which was not necessary. Mayor Watts stated that his goal was to think through the budget process. He was ok with restoring the $100,000. Council Member Gregory was in favor of putting the $100,000 back in training and adjust the tax rate and move on. Council Member Wazny was in favor of that proposal as was Mayor Watts. Springer reviewed the items to be considered during the regular meeting. C. SI16-0001 Receive a report, hold a discussion, and give staff direction regarding a Boundary Adjustment Agreement with the City of Corinth, Texas, adjusting a mutual boundary of the cities. Ron Menguita, Long Range Planning Administrator, stated this was boundary adjustment with the City of Corinth for the extension of Lake Sharon Drive. He presented the location of the property and reviewed the schedule which included a first and second reading of the ordinance. D. ID 16-1238 Receive a report, hold a discussion, and give staff direction on the Renewable Denton Plan and activities related to the future power supply plans to meet the City’s growth and needs. Mayor Watts noted that he had no concerns related to the information Council Member Briggs had provided. Mayor Pro Tem Roden stated that he had no concerns and was in favor of moving forward with the vote. Council Member Briggs stated that if there was no issue, then thank you. Council Member Wazny stated that there were questions raised about the process. In terms of going back and changing the process, that could not be done. The need was to go forward with a process with a new City Manager. She felt there was no criminal intent shown in the emails. It came down to where the City was going to get power and what would be the rates. City of Denton City Council Minutes September 20, 2016 Page 4 Council Member Gregory agreed and also did not find anything that indicated wrong doing. What he saw was due diligence on the part of the staff to find the best source for power. Council Member Hawkins did not believe there was any criminal activity and that it was time to move forward and vote on the issues. Council Member Briggs stated that no one was accused of criminal activity; it was a call for concern. Following the completion of the Work Session, the City Council convened in a Closed Meeting to consider the specific items listed below under the Closed Meeting section of this agenda. 1. Closed Meeting: A. ID 16-1029 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff and discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests located east of Bonnie Brae St and west of N. Locust St, and terminating at DME’s Northlakes substation just south of Loop 288 in the City of Denton, Denton County, Texas; for the construction, expansion and use of electric power transmission lines; where discussions had, deliberation, and direction given, by the Denton City Council in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third party. Consultation with the City’s attorneys regarding legal issues associated with the acquisition of the real property interests described above; discussion of these legal matters in an open meeting would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in any administrative proceeding or potential litigation. \[Bonnie Brae to North Lakes TM Line\] \[ID 16-1074\] B. ID 16-1145 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086. Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff, discuss, deliberate and provide staff with direction regarding the revised uniform pole attachment agreement involving poles and conduits owned by the City. Consultation with the City’s attorneys regarding legal issues associated with the uniform pole attachment agreement where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in any administrative proceeding or potential litigation. \[ID 16-1146\] Council Member Briggs left the meeting with a conflict of interest. City of Denton City Council Minutes September 20, 2016 Page 5 C. ID 16-1171 Deliberations regarding Economic Development Negotiations - Under Texas Government Code Section 551.087. Receive a report and hold a discussion regarding a proposed economic development program grant agreement between the City of Denton and Sally Beauty Supply, LLC. This discussion shall include commercial and financial information the City Council has received from Sally Beauty Supply, LLC., a business prospect which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and with which the City Council is conducting economic development negotiations; deliberate the economic development program grant agreement between the City of Denton and Sally Beauty Supply, LLC. \[ID 16-1172\] Council Member Briggs returned to the Closed Meeting. D. ID 16-1227 Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from the City’s attorneys and discuss costs, status, strategy, and potential resolution of the City of Denton v. 551 Mayhill Joint Venture, et al. pending in the Probate Court, Denton County, Texas related to the Mayhill Road Widening and Relocation Project. \[ID 16-1228\] Council Member Briggs left the meeting at the start of this Close Meeting item. E. ID 16-1233 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive a presentation from Denton Municipal Electric staff ("DME") regarding public power competitive and financial matters pertaining to plans, strategies, opportunities, and developments for generation improvements to the DME system; discuss and deliberate strategies regarding same; discuss and deliberate opportunities and strategies for the City to acquire purchased power and enter into agreements regarding the same, in order to meet its future energy needs. Discuss, deliberate and provide Staff with direction. Consultation with the City’s attorneys regarding legal issues associated with the foregoing matters where discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in any administrative proceeding or potential litigation. \[ID 16-1230 & 16-1231\] F. ID 16-1239 Deliberations regarding Real Property - Under Texas Government Code Section 511.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff, discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests generally located in (i) the Gibson Myers Survey, Abstract No. 843, the Johnson, Green, Myers, and Brummell Survey, Abstract No. 1699, the Moses H. Davis Survey, Abstract No. 377, and the William Wilburn Survey, Abstract No. 1419, City of Denton, Denton County, Texas, for the possible construction of an electric generation facility, and (ii) the William Wilburn Survey, Abstract No. 1419, City City of Denton City Council Minutes September 20, 2016 Page 6 of Denton, Denton County, Texas, for the West Parallel Runway Project for Denton Enterprise Airport where deliberation of the potential acquisition of these real property interests in an open meeting would have a detrimental effect on the position of a governmental body in negotiations with a third party. Consultation with the City’s attorney’s regarding legal issues associated with the acquisition of the real property interests described above where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in any administrative proceeding or potential litigation. \[ID 16- 1229\] G. ID 16-1058 Certain Public Power Utilities: Competitive Matters --- Under Texas Government Code, Section 551.086. Receive competitive public power competitive information and financial information from staff regarding the proposed FY 2016-2017 operating budget for Denton Municipal Electric ("DME") including without limitation, proposed rates for DME for FY 2016-2017, expected revenues, expenses, commodity volumes, and financial commitments of DME; discuss, deliberate and provide staff with direction. Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall. Council Member Briggs returned to the meeting. 1.PLEDGE OF ALLEGIANCE The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas flags. 2.PROCLAMATIONS/PRESENTATIONS A. ID 16-1151 Live United Month Mayor Watts presented the proclamation for Live United Month. 3. PRESENTATION FROM MEMBERS OF THE PUBLIC A.Review of procedures for addressing the City Council. B.Receive Scheduled Citizen Reports from Members of the Public. A. ID 16-1079 Sam O’Donnell regarding skate park development. Mr. O'Donnell stated that his goal was to update the research and plans his committee had developed for an improved skate park. He also asked for Council's help to make the new park City of Denton City Council Minutes September 20, 2016 Page 7 happen. They had been working with the Parks Department for a plan to build a skate dock and eventually progress into a larger skate park which included skate trails and skate art. B. ID 16-1119 Willie Hudspeth regarding closed session meetings and the future city manager. Mr. Hudspeth spoke on his preference for a city manager who would represent all citizen groups in the city. In regards to Closed Sessions, he questioned the amount of staff who remained during that portion of the meeting. C. ID 16-1133 Alfred Sanchez regarding tax freeze for senior citizens and people with disabilities. Mr. Sanchez spoke against the adoption of a tax freeze for senior citizens and people with disabilities as it would hurt those who would not qualify for the lower tax amount. Others not eligible for the tax freeze would have to make up the difference. D. ID 16-1226 Deborah Lantrip regarding ending homelessness in Denton. Ms. Lantrip stated that she had been homeless but now had an apartment. She was grateful for everyone who helped her but stated that there were people who were in worse condition than she ever was. She encouraged the City to build homes for the homeless so that others could get off the streets. C. Additional Citizen Reports 1.Donna Zalesko spoke in opposition to the property tax freeze for seniors and the disabled. 4.BUDGET ITEMS FOR INDIVIDUAL CONSIDERATION Ordinance No. 2016-260 A. ID 16-1174 Consider adoption of an ordinance of the City of Denton, Texas, levying the ad valorem property tax of the City of Denton, Texas, for the year 2016, on all taxable property within the corporate limits of the city on January 1, 2016, and adopting a tax rate of $0.682250 or a tax rate not to exceed $0.689750 per $100 of valuation for 2016; providing revenues for payment of current municipal maintenance and operation expenses and for payment of interest and principal on outstanding City of Denton debt; providing for limited exemptions of certain homesteads; providing for enforcement of collections; providing for a severability clause; and providing an effective date. Chuck Springer, Director of Finance, presented information on Items A, B, C, and D. He noted that based on the discussion at the Work Session, replacement ordinances and a motion for the tax rate had been provided. All four items reflected that tax rate. He presented highlights of the proposed budget. City of Denton City Council Minutes September 20, 2016 Page 8 Council Member Gregory questioned if the budget was adjusted to accommodate that group of people disabled not included in the senior citizen homestead exemption. Springer stated that the ordinance included that exemption for the disabled. The following individuals submitted Speaker Cards: Willie Hudspeth – did not speak on the tax rate but rather spoke on the meeting times of Work Sessions Jodi Ismert – opposed to raising the tax City Attorney Burgess stated that a motion should be related to the substitute ordinance that was distributed at the meeting rather than the one submitted in the backup materials. Mayor Pro Tem Roden motioned that the property tax rate be increased by the adoption of a tax rate of $0.683340, which is effectively a 3.01 percent increase in the tax rate. Council Member Hawkins seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Mayor Watts "aye". Council Member Bagheri "nay". Motion carried with a 6-1 vote. Ordinance No. 2016-261 B. ID 16-1175 Consider adoption of an ordinance of the City of Denton, Texas, approving the 2016 tax rolls; and providing an effective date. Chuck Springer, Director of Finance, stated that this was a formal requirement to adopt the tax rolls. The only change was the estimated amount of taxes. Willie Hudspeth spoke in opposition. Council Member Hawkins motioned, Council Member Gregory seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Mayor Watts "aye". Council Member Bagheri "nay". Motion carried with a 6-1 vote. Ordinance No. 2016-262 C. ID 16-1176 Consider adoption of an ordinance of the City of Denton, Texas, adopting the Fiscal Year 2016-2017 Annual Program of Services (Budget) and the Capital Improvement Program of the City of Denton, Texas, for the fiscal year beginning on October 1, 2016, and ending on September 30, 2017; and declaring an effective date. Springer noted that this ordinance would formally adopt the budget. The following individuals submitted Speaker Cards: Willie Hudspeth – did not speak on the budget but rather made a point of order that there was not to be discussion after a motion was made but rather after a second was made. City of Denton City Council Minutes September 20, 2016 Page 9 Jodi Ismert - suggested looking at existing programs such as the Chamber of Commerce funding to make the budget more community oriented rather than tourism. Council Member Gregory motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Mayor Watts "aye". Council Member Bagheri "nay". Motion carried with a 6-1 vote. Ordinance No. 2016-263 D. ID 16-1177 Consider adoption of an ordinance of the City of Denton, Texas, ratifying the adoption of the Fiscal Year 2016-2017 Annual Program of Services (Budget) and the Capital Improvement Program of the City of Denton, Texas, for the fiscal year beginning October 1, 2016, and ending on September 30, 2017 when the Budget will raise more revenue from property taxes than last year’s budget; and providing an effective date. Springer noted that this item was a requirement of State law for ratifying the ordinance adopting the budget. Mayor Pro Tem Roden motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Mayor Watts "aye". Council Member Bagheri "nay". Motion carried with a 6-1 vote. 5.CONSENT AGENDA Council Member Bagheri requested that Items T and Z be pulled for separate consideration. Council Member Hawkins motioned, Council Member Gregory seconded to approve Consent Agenda Items A-OO and the accompanying ordinances and resolutions with the exception of Item B which would not be considered, the alternate ordinance for Item J and pulling Items K, L, M and N, T and Z for separate consideration. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Resolution No. R2016-032 A. ID 16-1243 Consider the approval of a resolution of the City Council of the City of Denton, a Texas home rule municipal corporation ("City"), stating the circumstances and condition for the exchange of 1.334 acres located in the N. Meisenhamer Survey, Abstract No. 0, Denton, Denton County, Texas, to Rayzor Investments, Ltd. ("Rayzor"), for permanent and temporary easements from, and dedication of right of way, to the City from Rayzor and the public purpose achieved by said exchange as required by Local Government Code Section 272.001(k); and providing an effective date City of Denton City Council Minutes September 20, 2016 Page 10 This item was not considered. B. ID 16-1074 Consider an ordinance of the City of Denton, a Texas home rule municipal corporation ("City"), approving the exchange of a 1.334 acre tract located in the N. Meisenhamer Survey, Abstract, No. 810, Denton, Denton County, Texas ("Property"), to Rayzor Investments, Ltd. ("Rayzor"), for permanent and temporary utility easements, also located in the N. Meisenhamer Survey, and reservations of permanent utility easements and dedication of right of way in the Property to the City, all with the equivalent value of One Hundred and Fifty Thousand Dollars and No Cents ($150,000.00) as stated in the contract of sale ("Contract"); authorizing the City Manager in accordance with Texas Local Government Code 272.001(k) to execute a deed to Rayzor together with any other documents necessary to exchange the Property for permanent and temporary utility easements and reservations of permanent utility easements and dedication of right of way; and, providing an effective date. \[Bonnie Brae to North Lakes TM Line Rebuild (Easement Exchange)\] Ordinance No. 2016-264 C. ID 16-1108 Consider adoption of an ordinance approving a grant application from Robert Mullins, representing Armadillo Brewing Company, from the Downtown Reinvestment Grant Program not to exceed $25,000; and providing for an effective date. Ordinance No. 2016-265 D. ID 16-1123 Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving guidelines for operation of the City of Denton Home Improvement Program and eligibility criteria; authorizing expenditures in excess of $100,000 for projects meeting program guidelines and criteria; and providing for an effective date. Ordinance No. 2016-266 E. ID 16-1127 Consider adoption of an ordinance approving a City sponsorship in an amount not to exceed $3,500 of in-kind services and resources for the Denton County Veterans Coalition’s Stand Down event, to be held in the Civic Center and Quakertown Park located at 321 E. McKinney on October 20, 2016; and providing an effective date. Ordinance No. 2016-267 F. ID 16-1134 Consider adoption of an ordinance approving a City sponsorship in an amount not to exceed $6,000 of in-kind services and supplies for the 28th Annual Denton Holiday Lighting Festival to be held on the Downtown Square on December 2, 2016; and providing an effective date. Ordinance No. 2016-268 G. ID 16-1137 Consider adoption of an ordinance adopting a Schedule of Fees for use of certain park facilities; superseding all prior fees in conflict with such schedule; and providing for severability and an effective date. The Parks Recreation and Beautification Board recommends approval (4-0). City of Denton City Council Minutes September 20, 2016 Page 11 Ordinance No. 2016-269 H. ID 16-1142 Consider adoption of an ordinance awarding the expenditure of funds for service and support for the City of Denton for continued vendor support of wireless access for mobile data computers and devices as awarded by the State of Texas Department of Information Resources (DIR) Contract Number DIR-SDD-1777; providing the expenditure of funds therefore and providing an effective date (File 3561 awarded to AT&T Mobility in a three (3) year not-to-exceed amount of $928,458). Ordinance No. 2016-270 I. ID 16-1143 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving three (3) year software maintenance for continued vendor support of the TriTech Public Safety System and associated modules used for Police and Fire Department Dispatching and Records Management, which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 2640 awarded to TriTech Software Systems in the three (3) year not-to-exceed amount of $716,200). Ordinance No. 2016-271 J. ID 16-1146 Consider adoption of an ordinance of the City of Denton, Texas adopting and approving a uniform pole attachment agreement for all pole attachment fees and charges and all conduit fees and charges involving poles and conduits owned by the City of Denton, Texas; establishing authorizing the City Manager to execute said agreements; authorizing the expenditure of funds; and providing an effective date. Ordinance No. 2016-276 O. ID 16-1154 Consider adoption of an ordinance of the City of Denton, Texas providing for the schedule of miscellaneous fees, deposits, billings and procedures for administrative services to city utilities customers contained in Ordinance No. 2015- 295; providing for a repealer; providing for a severability clause; and providing for an effective date. The Public Utilities Board recommends approval (6-0). Ordinance No. 2016-277 P. ID 16-1155 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving a three (3) year Small Government Enterprise License Agreement (SGELA) software maintenance for continued vendor support of the Geographic Information System (GIS) software, which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 3880 awarded to Environmental Systems Research Institute (ESRI) for a three (3) year not-to-exceed amount of $297,000). Ordinance No. 2016-278 Q. ID 16-1156 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a First Amendment to a contract by and City of Denton City Council Minutes September 20, 2016 Page 12 between the City of Denton, Texas and Relief Services for Veterinary Practitioners (RSVP) for veterinary services for the City of Denton Animal Shelter Department; providing for the expenditure of funds therefor; and providing an effective date (File 5626 in the additional amount not-to-exceed $200,000; aggregating a total not-to- exceed $900,000). Ordinance No. 2016-279 R. ID 16-1157 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the Houston-Galveston Area Council of Governments (H-GAC) Cooperative Purchasing Program for the acquisition of radios and radio accessories including replacement parts for the City of Denton; and providing an effective date (File 6216- awarded to Motorola Solutions Inc. in the three (3) year not-to-exceed amount of $2,500,000). Ordinance No. 2016-280 S. ID 16-1158 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for Load Profiler Web-Based Services for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (RFP 6067-awarded to Picotera Systems, LLC in the three (3) year not-to-exceed amount of $225,000). The Public Utilities Board recommends approval (7-0). Ordinance No. 2016-282 U. ID 16-1161 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of pavement markers for the City of Denton Traffic Department and which are to be stocked in the City of Denton Distribution Center; providing for the expenditure of funds therefor; and providing an effective date (RFP 6181-awarded to multiple vendors in the three (3) year not-to-exceed amount of $250,000). Approved the minutes listed below. V. ID 16-1164 Consider approval of the minutes of July 18, July 19, July 21, July 26, August 1, August 2, August 4, and August 9, 2016. Ordinance No. 2016-283 W. ID 16-1166 Consider adoption of an ordinance awarding a contract for the purchase of software maintenance for the City of Denton for continued vendor support of the Oracle EnterpriseOne (formerly PeopleSoft EnterpriseOne (formerly JD Edwards OneWorld)) software as awarded by the State of Texas Department of Information Resources (DIR) through the Go DIRect Program, Contract Number DIR-TSO-2539; providing for the expenditure of funds therefor and providing an effective date. (File 3100 awarded to Oracle America, Inc. in the three (3) year not-to-exceed amount of $575,000). Ordinance No. 2016-284 X. ID 16-1168 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of four (4) dry pit submersible pumps for Raw City of Denton City Council Minutes September 20, 2016 Page 13 Wastewater Pump Station No. 2 located at the City of Denton Pecan Creek Water Reclamation Plant; providing for the expenditure of funds therefor; and providing an effective date (RFP 6152-Xylem Water Solutions, USA Inc. in the not-to-exceed amount of $226,851.24). The Public Utilities Board recommends approval (7-0). Ordinance No. 2016-285 Y. ID 16-1169 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of one (1) wet well, two (2) non-clog submersible pumps, and one (1) lift station control panel for the City of Denton West Lift Station Project; providing for the expenditure of funds therefor; and providing an effective date (RFP 6186-awarded to Xylem Water Solutions, USA Inc. in the not-to-exceed amount of $115,808.11). The Public Utilities Board recommends approval (7-0). Ordinance No, 2016-287 AA. ID 16-1179 Consider adoption of an ordinance of the City Council of the City of Denton, Texas, amending the City’s Fund Balance Policy; and providing an effective date. Ordinance No. 2016-288 BB. ID 16-1180 Consider adoption of an ordinance of the City of Denton, Texas amending the Fiscal Year 2015-2016 Budget and Annual Program of Services of the City of Denton to allow for adjustments to the General Fund of one million, seven hundred twelve thousand three hundred eighty dollars ($1,712,380) for the purpose of funding improvements, equipment and other expenses, the Water Fund of one million dollars ($1,000,000) for the purpose of funding a reimbursement grant to Denton-Tarrant PRW, LLC, the Wastewater Fund of eight hundred sixty-five thousand dollars ($865,000) for the purpose of funding a reimbursement grant to Denton-Tarrant PRW, LLC, the Materials Management Fund of five hundred thousand dollars ($500,000) for the purpose of purchasing additional material inventory related to increased capital construction throughout the City, and the Traffic Safety Fund of three hundred fifty thousand dollars ($350,000) for the purpose of making additional disbursements to Texas State Comptroller; declaring a municipal purpose; providing a severability clause; providing an open meetings clause; and providing for an effective date. Ordinance No. 2016-289 CC. ID 16-1186 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the National IPA Purchasing Program for the acquisition of one (1) 2014 CAT model MH3037 materials handler for the City of Denton Solid Waste Department; and providing an effective date (File 6224-awarded to Holt CAT in the amount of $455,584.49). The Public Utilities Board recommends approval (7-0). Ordinance No. 2016-290 DD. ID 16-1188 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the Buy Board City of Denton City Council Minutes September 20, 2016 Page 14 Cooperative Purchasing Network for the acquisition of one (1) 2014 Elgin model Broom Badger street sweeper for the City of Denton Solid Waste Department; and providing an effective date (File 6225-awarded to Kinloch Equipment & Supply, Inc. in the amount of $169,000). The Public Utilities Board recommends approval (7-0). Ordinance No. 2016-291 EE. ID 16-1190 Consider adoption of an ordinance accepting competitive bids by way of a Cooperative Purchasing Program Participation Agreement with the City of Frisco under section 271.102 of the Local Government Code, for Healthcare Consulting Services regarding transparent pricing and quality metric for City of Denton employees; providing the expenditure of funds therefor; and providing and effective date (File 6223-awarded to Compass Professional Health Services at the rate of $4.50 per employee per month for a three (3) year not-to-exceed amount of $270,000). Ordinance No. 2016-292 FF. ID 16-1191 Consider adoption of an ordinance approving a City sponsorship in an amount not to exceed $3,090 of in-kind services and resources for the Second Annual Downtown Denton Turkey Trot on November 24, 2016; and providing an effective date. Ordinance No. 2016-293 GG. ID 16-1195 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Day of the Dead Festival; for the purpose of the 2016 Day of the Dead Festival; authorizing the expenditure of funds; and providing for an effective date. ($500) Ordinance No. 2016-294 HH. ID 16-1197 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Communities in Schools of North Texas for the purpose of Dropout Prevention Programs in Denton Independent School District; authorizing the expenditure of funds; and providing for an effective date. ($500) Ordinance No. 2016-295 II. ID 16-1199 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Salvation Army for the purpose of Emergency Shelter Services, Food Services, and Social Services; authorizing the expenditure of funds; and providing for an effective date. ($725) Ordinance No. 2016-296 JJ. ID 16-1200 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the Texas Storytelling Association; for the purpose of expenses for the Texas Storytelling Festival; authorizing the expenditure of funds; and providing for an effective date. ($450) City of Denton City Council Minutes September 20, 2016 Page 15 Resolution No. R2016-033 KK. ID 16-1209 Consider approval of a resolution approving the City of Denton’s Strategic Plan for FY 2016-17; and providing for an effective date. Ordinance No. 2016-297 LL. ID 16-1214 Consider adoption of an ordinance authorizing the City Manager to execute a Professional Services Agreement (PSA) with Solutient GeoSciences, Inc., for hydrogeological and analytical services pertaining to groundwater monitoring and reporting requirements at the City of Denton Landfill; and providing an effective date (File 6231-awarded to Solutient GeoSciences, Inc. in a three (3) year amount not-to- exceed $304,961). The Public Utilities Board recommends approval (7-0). Ordinance No. 2016-298 MM.ID 16-1220 Consider adoption of an ordinance of the City of Denton, Texas amending section 28-253 of the Code of Ordinances to provide for the adoption of the 2015 International Energy Conservation Code (IECC) as published by the International Code Council; providing for amendments thereto; providing a penalty for violation of a fine not to exceed $2,000.00; providing for severability; repealing all ordinances in conflict therewith; and providing an effective date. Ordinance No. 2016-299 NN. ID 16-1224 Consider adoption of an ordinance authorizing the City Manager to execute a Interlocal Agreement with the University of North Texas under section 791.001 of the State of Texas Government Code, and to authorize the City of Denton to participate in the ITDS Corporate Partners Program-Professional Development Program for City of Denton employees; authorizing the expenditure of funds therefor; and declaring an effective date (File 6217-Interlocal Agreement with the University of North Texas in the two (2) year amount of $15,375). Ordinance No. 2016-300 OO. ID 16-1228 Consider adoption of an ordinance authorizing the settlement of litigation styled City of Denton, Texas v. 551 Mayhill Joint Venture and American National Bank, Cause No. PR-2014-00309, currently pending in the Probate Court of Denton County, Texas, regarding the acquisition of a 2.115 acre fee tract and a 0.202 acre slope easement tract for the Mayhill Widening and Improvements project in settlement amount of Four Hundred and Forty Thousand Dollars and No Cents ($440,000.00), authorizing the City Attorney to effectuate an Agreed Final Judgment in Condemnation and any such documents as necessary and appropriate for settlement, authorizing the expenditure of funds therefor; providing a savings clause; and providing an effective date. (Mayhill Road Widening and Improvements project - Parcel M070 - 551 Mayhill Joint Venture) The items requested for individual consideration were considered. City of Denton City Council Minutes September 20, 2016 Page 16 Ordinance No. 2016-272 K. ID 16-1036 Consider adoption of an ordinance amending the schedule of electric rates contained in Ordinance No. 2015-292 for electric service; amending the provisions of the Residential Service Rate Schedule (Schedule RES); amending the provisions of the Residential Renewable Energy Service Rider (Schedule RG); amending the provisions of the Residential Prepaid Service Schedule (Schedule RPP); amending the provisions of the Residential Time Of Use Schedule (Schedule RTOU); amending the provisions of the General Service Small Schedule (Schedule GSS); amending the provisions of the General Service Medium Schedule (Schedule GSM); amending the provisions of the General Service Large Schedule (Schedule GSL); amending the provisions of the General Time of Use Schedule (Schedule TGS); amending the provisions of the Local Government Small Schedule (Schedule G2); amending the provisions of the Local Government Schedule (Schedule G1); amending the provisions of the Weekend Service Schedule (Schedule WK); amending the provisions of the Athletic Field Schedule (Schedule AF); amending the provisions of the Street Lighting Schedule (Schedule LS); amending the provisions of the Traffic Lighting Schedule (Schedule LT); amending the provisions of the Unmetered School Zone/Crossing Flashers Schedule (Schedule UFL); amending the provisions of the Unmetered Traffic Lights Schedule (Schedule ULT); amending the provisions of the Unmetered Security Camera Schedule (Schedule USC); amending the provisions of the Unmetered Wi-Fi Devices Schedule (Schedule UWF); amending the provisions of the Other Lighting Schedule (Schedule LO); amending the provisions of the Security Lighting Schedule (Schedule DD); amending the provisions of the Decorative Downtown Lighting Schedule (Schedule DDL); amending the provisions of the Non Standard Street Lighting Schedule (Schedule DSL); amending the provisions of the Temporary Service Schedule (Schedule T1); amending the provisions of the Economic Growth Rider (Schedule EGR); amending the provisions of the Transmission Cost Recovery Factor Schedule (Schedule TCRF); amending the provisions of the Independent Wholesale Generator (Schedule IWG); adding the provisions of the Pole Attachment Fee (Schedule PAF); providing for a repealer; providing for a severability clause; and providing for an effective date. The Public Utilities Board recommends approval (5-0). Chuck Springer, Director of Finance, presented information concerning the various utility rates in terms of impact to the citizens. Willie Hudspeth spoke in opposition. Council Member Gregory motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Council Member Briggs "nay". Motion carried with a 6-1 vote. Ordinance No. 2016-273 L. ID 16-1140 Consider adoption of an ordinance of the City of Denton, Texas amending the schedule of rates for solid waste service contained in Ordinance No. 2015-296 as authorized by Chapter 24 of the Code of Ordinances of the City of Denton, Texas; City of Denton City Council Minutes September 20, 2016 Page 17 providing that the provisions of Sections 26-3, 26-4, 26-5, 26-7, 26-8(a), and 26-9 of the Code of Ordinances of the City of Denton, Texas shall expressly apply to City of Denton Solid Waste and Recycling Services; providing for amendments to the residential refuse & recycling collection services rates; providing for amendments to the commercial refuse and recycling collection services rates; providing for amendments to the Solid Waste & Recycling Services definitions and additional details; providing for a repealer; providing for a severability clause; providing an effective date. The Public Utilities Board recommends approval (6-0). Mayor Pro Tem Roden motioned, Council Member Gregory seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 2016-274 M. ID 16-1152 Consider adoption of an ordinance amending the schedule of water rates contained in Ordinance No. 2015-293 for water service rates and water rates; amending the residential water service rate (Schedule WR); amending the commercial/industrial water service rate (Schedule WC); amending the metered water from fire hydrant rate (Schedule WFH); amending the wholesale treated water service rate to the Upper Trinity Regional Water District (Schedule WW); amending the wholesale raw water service rate to Upper Trinity Regional Water District (Schedule WRW); amending the wholesale raw water pass-through rate to Upper Trinity Regional Water District from Lake Chapman into Lake Lewisville (Schedule WCL); providing for a repealer; providing for a severability clause; and providing for an effective date. The Public Utilities Board recommends approval (6-0). Mayor Pro Tem Roden motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Council Member Briggs "nay". Motion carried with a 6-1 vote. Ordinance No. 2016-275 N. ID 16-1153 Consider adoption of an ordinance amending the schedule of wastewater rates contained in Ordinance No. 2015-294; providing for an amendment in the rates for residential wastewater service (Schedule SR); amending the mobile home park wastewater service (Schedule SMH); amending the commercial and industrial wastewater service (Schedule SC); amending the commercial/industrial wastewater service which measures with dedicated water meters (sub- meters) (Schedule SCD); amending the commercial/industrial wastewater service which measures with dedicated water meters (sub-meters) (Schedule SCS); amending the equipment services facilities and restaurant & food service establishments wastewater service (Schedule SEE); amending the metered wastewater inside and outside corporate limits (Schedule SM); amending the sale of treated wastewater effluent (Schedule SGE); amending the wholesale wastewater treatment services for a governmental agency, division, or subdivision (Schedule SSC); amending the wastewater tap and manhole fees (Schedule ST); providing for a repealer; providing for a severability City of Denton City Council Minutes September 20, 2016 Page 18 clause; and providing for an effective date. The Public Utilities Board recommends approval (6-0). Council Member Hawkins motioned, Council Member Wazny seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 2016-281 T. ID 16-1160 Consider adoption of an ordinance approving an agreement between the City of Denton, Texas, and the Denton Chamber of Commerce regarding an Economic Development Partnership; and providing an effective date \[$238,836.00\]. Council Member Bagheri suggested modifying the contract by reducing the amount of the contract to $220,000 and increase the Chamber’s portion $18,000 as an in-kind contribution. She motioned to modify the contract. There was no second to the motion. Mayor Pro Tem Roden felt that the EDP Board should also weigh in on this issue and should not be left out of discussion this year.He would not agree to the amendment. Mayor Pro Tem Roden motioned, Council Member Gregory seconded to adopt the ordinance as presented. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Mayor Watts "aye". Council Member Briggs "nay", and Council Member Bagheri "nay". Motion carried with a 5-2 vote. Ordinance No. 2016-286 Z. ID 16-1178 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a professional services agreement between the City of Denton and Solutions for Local Control, LLC to assist the City of Denton in advancing its State Legislative Program, assist Council and staff in addressing proposed legislation, and make the City aware of any legislative or administrative initiatives believed to be detrimental to the interests of the City; authorizing the expenditure of funds; and providing an effective date (File 6232-Legislative Consulting Services awarded to Solutions for Local Control, LLC in an amount not to exceed $49,200 annually for a four (4) year not-to-exceed amount of $196,800). Council Member Bagheri suggested amending the contract to a two year contract with no extensions. Everything else would remain the same. Mayor Pro Tem Roden questioned why she would want to decrease resources to retain local control. Council Member Bagheri stated that the spending would be the same, just less years. She felt there were redundant services provided. Council Member Bagheri motioned to modify the contract to a two year contract with no options for extension. City of Denton City Council Minutes September 20, 2016 Page 19 Council Member Gregory stated that he would not support the motion as the services were not redundant. Council Member Bagheri motioned, Council Member Briggs seconded to amend the ordinance to remove the two year extension options. On roll call vote, Council Member Wazny "aye", Council Member Briggs "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Mayor Pro Tem Roden "nay", Council Member Hawkins "nay", and Council Member Gregory "nay". Motion carried with a 4-3 vote. 6.ITEMS FOR INDIVIDUAL CONSIDERATION Ordinance No. 2016-301 A. A16-0002b Conduct the second of two readings and take final action on an ordinance to annex an approximately 0.375 acre tract generally located on the north side of Crawford Road, approximately 675 feet east of I-35W Crawford Road on-ramp. (A16-0002; Ranch View Specialty Hospital). Julie Wyatt, Senior Planner, presented the details of the proposal. She reviewed the location of the property, the schedule for voluntary annexation, and read the ordinance caption for the record. Council Member Hawkins motioned, Mayor Pro Tem Roden seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. B. ID 16-1163 Consider nominations/appointments to the City’s Boards and Commissions: Airport Advisory Board; Community Development Advisory Committee; Health & Building Standards Commission; Human Services Advisory Committee; Parks, Recreation and Beautification Board; and Zoning Board of Adjustment. Council Member Wazny nominated Ann Patterson to the Community Development Advisory Committee; Council Member Gregory nominated Glen Farris to the Alternate position on the Heath and Building Standards Commission; Council Member Hawkins nominated Connor Morgan to the Human Services Advisory Committee; and Council Member Hawkins nominated Greg Price to the Alternate 1 position on the Zoning Board of Adjustment. Willie Hudspeth submitted a Speaker Card and spoke on Council’s approval of nominations. Council Member Gregory motioned, Council Member Hawkins seconded to approve the nominations. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. C. ID 16-1172 Consider adoption of an ordinance establishing an Economic Development Program under Chapter 380 of the Local Government Code for making grants of public money to promote economic development and to stimulate business City of Denton City Council Minutes September 20, 2016 Page 20 activity in the city of Denton; approving an economic development program grant agreement with Sally Beauty Supply, LLC, setting forth the various conditions precedent to Sally Beauty Supply, LLC receiving the program grant; providing for a severability clause; and providing an effective date. Council Member Briggs left the meeting with a conflict of interest. Caroline Booth., Assistant Director of Economic Development, presented background information on Sally Beauty. The prior incentive, current request and EDP Board recommendation was reviewed. She also presented the policy and precedent information for tax abatements and incentives. The fiscal impact, economic impact in terms of labor and sales tax impact were presented. Proposed agreement provisions were reviewed. Council discussion included the number of proposed jobs; sales tax to be generated; remodel of the Sally facility was the cost of doing business and should not result in a tax rebate; minimum value was rated too low; and these types of expansions helped the entire community as investments were made at all levels of services. Willie Hudspeth submitted a Speaker Card in opposition. Mayor Watts questioned if a continuance would be more appropriate to try and get additional information from Sally or vote up or down on the proposal. Council Member Gregory felt that it Council was going to tie the incentive to a number of jobs, staff needed to know if it would make a difference to Sally. Mayor Watts stated that the actual dollar amount was very minimal. However if it was just a remodel, he would not be in favor. He felt it needed to be tied to a number of jobs. Council Member Hawkins felt that moving forward the provisions needed to be clearer but as this was a small amount he was comfortable with this proposal. Mayor Pro Tem Roden questioned how long the discussions had been in process. Booth stated that the EDP Board approved the proposal in March and based on their recommendation staff went back for further negotiations. The thought process of the EDP Board was for a council member to advocate for the recommendation. The current member was against the recommendation. Mayor Watts questioned if the EDP Board recommendation of 50% for 3 years was the only recommendation from the Board. Booth stated that the EDP Board received information on jobs and the impact on jobs but not on valuation. Their recommendation was 3 years and 50%. Council Member Gregory motioned, Council Member Hawkins seconded to postpone with staff direction to modify the conditions of the abatement. On roll call vote, Mayor Pro Tem Roden City of Denton City Council Minutes September 20, 2016 Page 21 "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Council Member Briggs returned to the meeting. First Reading D. SI16-0001a Consider adoption of an ordinance of the City of Denton, Texas, on first reading, confirming and approving a Boundary Adjustment Agreement with the City of Corinth, Texas, adjusting a mutual boundary of the cities not exceeding 1,000 feet; providing for severability; and providing an effective date. Ron Menguita, Long Range Planning Administrator, presented the information regarding the ordinance for a boundary adjustment with the City of Corinth, including the location of the proposed boundary adjustment. This was the first reading of two required readings. He read the ordinance caption into the record. Council Member Gregory motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 2016-302 E. ID 16-1229 Consider adoption of an ordinance authorizing the City Manager, or his designee, to execute a real estate sales contract, between the City of Denton, Texas, a Texas Home-Rule Municipal Corporation, as purchaser, and Eagle Farms, Inc., a Texas Corporation, and John Porter Auto Sales, Inc., a Texas Corporation, (Collectively "Owner"), as seller, to acquire fee title to a 340.469 acre tract situated in the Gibson Myers Survey, Abstract No. 843, The Johnson, Green, Myers, and Brummell Survey, Abstract No. 1699, the Moses H. Davis Survey, Abstract No. 377, and the William Wilburn Survey, Abstract No. 1419, located in the City of Denton, Denton County, Texas, generally south of Jim Christal Road, east of Hickory Court, and north of Tom Cole Road, and more particularly described in Exhibit "A" ("Property Interest") for the purchase price of eleven million five hundred thousand dollars and no cents ($11,500,000.00), and other consideration, as prescribed in the Contract of Sale (the "Contract"); authorizing the expenditure of funds; and providing an effective date. Galen Gillum, Executive Manager of Administrative Services, presented the details of the ordinance which would purchase property for multiple purposes for the city that included an airport runway project, Denton Energy Center; a switchyard/substation and future Loop 288. He reviewed the cost distribution of the property in terms of parcel type. The Mayor opened the public hearing. The following individuals submitted Speaker Cards: Ken Gold – opposed City of Denton City Council Minutes September 20, 2016 Page 22 Jodi Ismert - opposed Deb Armintor – opposed Willie Hudspeth – opposed Dan Unshew – opposed Ben Huttash – opposed Marshall Smith - opposed Cindy Spoon – opposed Matthew Messer – opposed Jennifer Lane - opposed Mayor Watts noted that there were five Comment Cards submitted in support and five submitted in opposition. Council Member Bagheri noted that her focus was on the pricing. Mayor Watts noted that he had received many emails on the issue and would be voting no. Council Member Hawkins motioned, Mayor Pro Tem Roden seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", and Council Member Gregory "aye". Council Member Briggs "nay", Council Member Bagheri "nay", and Mayor Watts "nay". Motion carried with a 4-3 vote. Ordinance No. 2016-303 F. ID 16-1230 Consider adoption of an ordinance of the City Council of the City of Denton, a Texas home-rule municipal corporation, providing for, authorizing, and approving the execution by the City Manager, or his designee, of an Equipment Supply and Services Contract for the purchase of twelve (12) reciprocating internal combustion engines and related technical services between the City of Denton and Wärtsilä North America, Inc., a Maryland corporation,; approving the execution of such other and further related documents deemed necessary to effectuate this transaction by the City Manager, or his designee, which are incident or related thereto; confirming and ratifying that the City of Denton, its City Manager, and its City Attorney shall be authorized and empowered to perform such acts and obligations as are reasonably required to consummate this transaction; ratifying all prior actions taken by the City Council, City Manager and City Attorney, or their designees, in furtherance of the foregoing transaction; and determining that specific information in the said documents involved in this transaction pertain to a "competitive electric matter" as set forth under the provisions of §§551.086 and 552.133 of the Texas Government Code, as amended; adopting significant recitations, findings and conclusions, as are set forth in the preamble of this ordinance; that the purchase of power generating equipment and services made by the City under the terms of this Equipment Supply and Services Contract are in the public welfare; authorizing the expenditure of funds therefore; providing an effective date. Phil Williams, General Manager-DME, presented the details of the proposal including the number of public meetings regarding the process. He discussed the evaluation criteria, evaluation of City of Denton City Council Minutes September 20, 2016 Page 23 respondents, proposed contract, and recommendation. The contract milestones were noted. Staff recommended approval of the proposal. Council discussed various provisions of the proposal including an estimation when the new wind/solar contracts would be on- line; the scoring of the proposals; the emissions from the engines and associated guarantees of performance; and the performance indicators. Council also discussed with staff how many respondents had come to Denton; the impact Denton would make on the de- regulated market; and the figures associated with the reduction of air emissions. The following individuals submitted Speaker Cards: Ken Gold – opposed Matthew Messer – opposed Michael Hennen – opposed Jodi Ismert – opposed Zak Youngblood – opposed Deb Armintor – opposed Willie Hudspeth – opposed Jennifer Lane - opposed Ben Huttash – opposed Carol Soph – opposed Ed Soph –opposed Cindy Spoon – opposed Shane Wallin – support Tony Roybal – support Comment cards were submitted by: Larry Beck – opposed Topher Jones – opposed Candice Bernd - opposed City Attorney Burgess noted the modifications to the contracts – one was the date of the contract th would be changed to September 20 and the date of the first payment would be changed to October rd 3. The approval should include those changes as noted. Council Member Gregory motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", and Council Member Gregory "aye". Council Member Briggs "nay", Council Member Bagheri "nay", and Mayor Watts "nay". Motion carried with a 4-3 vote. Ordinance No. 2016-304 G. ID 16-1231 Consider adoption of an ordinance of the City Council of the City of Denton, a Texas home-rule municipal corporation, providing for, authorizing, and approving the execution by the City Manager, or his designee, of an engineering, procurement and construction agreement for the construction of an electric power generation facility between the City of Denton and Burns and McDonnell Engineering Company, Inc. a Missouri corporation,; approving the execution of such City of Denton City Council Minutes September 20, 2016 Page 24 other and further related documents deemed necessary to effectuate this transaction by the City Manager or his designee, which are incident or related thereto; confirming and ratifying that the City of Denton, its City Manager, and its City Attorney shall be authorized and empowered to perform such acts and obligations as are reasonably required to consummate this transaction; ratifying all prior actions taken by the City Council, City Manager, and City Attorney, or their designees, in furtherance of the foregoing transaction; and determining that the said documents involved in this transaction pertain to a "competitive electric matter" as set forth under the provisions of §§551.086 and 552.133 of the Texas Government Code, as amended; adopting significant recitations, findings and conclusions, as are set forth in the preamble of this ordinance; that the construction of the electric power generation plant by the City under the terms of this engineering, procurement and construction agreement are in the public welfare; authorizing the expenditure of funds therefore; providing an effective date. Phil Williams, General Manager - DME, reviewed the design-build procurement method; the RFP evaluation; respondents; qualifications; and list of RICE projects. Staff recommended approval. The following individuals submitted Speaker Cards: Ken Gold – opposed Jodi Ismert – opposed Zac Youngblood – opposed Deb Armintor - opposed Comment cards were submitted by: Candice Bernd - opposed Topher Jones – opposed Mayor Watts questioned the emissions and air permit and the result/plan if the engines exceeded the emissions standard for the permit. Williams stated that the company would have penalties imposed. A remedy would be to tune the engine to meet the requirements or replace the engine. st City Attorney Burgess noted that the date on the contract would be September 21 if approved as the meeting time had passed midnight. Council Member Hawkins motioned, Mayor Pro Tem Roden seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", and Council Member Gregory "aye". Council Member Briggs "nay", Council Member Bagheri "nay", and Mayor Watts "nay". Motion carried with a 4-3 vote. H. ID 16-1232 Consider adoption of an ordinance of the City of Denton, Texas amending the Fiscal Year 2015-2016 Budget and Annual Program of Services of the City of Denton to allow for adjustments to the Electric Fund of twenty three million ($23,000,000) for the purpose of making initial payments for construction of a quick City of Denton City Council Minutes September 20, 2016 Page 25 start electric generation facility; declaring a municipal purpose; providing a severability clause, an open meetings clause and effective date. rd City Manager Martin stated that as the contract date was extended to October 3 which was in the next fiscal year, there was no need for this amendment and no need for a vote on this item. Speaker Cards were submitted by: Deb Armintor – opposed Willie Hudspeth - opposed 7. PUBLIC HEARINGS Ordinance No. 2016-305 A. ID 16-950 Hold a Public Hearing and consider adoption of an ordinance granting approval, in accordance with Chapter 26 of the Texas Parks and Wildlife Code, of the non-park use of a part of North Lakes Park for the purpose of installing and maintaining a subsurface drainage pipe and outfall for the North Lakes Shopping Center Development Project; providing for a notice by the City of Denton, Texas of non-park use for installation and maintenance of a subsurface drainage pipe and outfall and reservation of drainage easement in the event of sale of park; and providing an effective date. The Mayor opened the public hearing. Jim Mays, Superintendent of Park Planning, stated that a public hearing was needed when park property was not used for park purposes. He presented an aerial overview of the property and noted that the purpose was for installation and maintenance of a subsurface drainage pipe and outfall. It also included the reservation of a drainage easement in the event of the sale of the park. The following individuals spoke during the public hearing: Joe LaCroix, representing the developer, was available for questions Ben Huttash suggested a wood chipping project at North Lakes Park The Mayor closed the public hearing. Council Member Bagheri motioned, Mayor Pro Tem Roden seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 2016-306 B. Z16-0009a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a rezoning request from Planned Development 138 (PD- 138) District to Regional Center Commercial Neighborhood (RCC-N) District on approximately 3 acres, located on the east of I-35 W, approximately 710 feet north of Crawford Road; and providing for a penalty in the maximum amount of $2,000.00 City of Denton City Council Minutes September 20, 2016 Page 26 for violations thereof; providing a severability clause and an effective date. The Planning and Zoning Commission recommends approval (5-0). (Z16-0003). Julie Wyatt, Senior Planner, presented the details of the proposal. The request was for rezoning of three acres to a Regional Center Commercial Neighborhood. She displayed the location of the property and noted that the proposal was for the development of a specialty hospital and medical offices. The current zoning, future land use designation, and consideration for analysis of the proposal was reviewed. The Planning and Zoning Commission as well as staff recommended approval. The Mayor opened the public hearing. No one spoke during the public hearing. The Mayor closed the public hearing. Council Member Bagheri motioned, Council Member Wazny seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 2016-307 C. Z16-0010a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a rezoning request of approximately 80.49 acres of land from a Neighborhood Residential 2 (NR-2) District and a Neighborhood Residential Mixed Use (NRMU) District to a Community Mixed Use General (CM-G) District, and an initial zoning of approximately 1.67 acres of land from Rural Residential (RD- 5X) District to a Community Mixed Use General (CM-G) District, generally located on the east side of Teasley Lane, approximately 825 feet south of Montecito Drive. The Planning and Zoning Commission recommends approval (5-0). (Z16-0010) The Mayor opened public hearing. Hayley Zagurski, Assistant Planner, reviewed the purpose of the proposed ordinance. She presented the location of the property; current zoning, future land use for the area; and considerations for approval. The Planning and Zoning Commission and staff recommended approval. No one spoke during the public hearing. The Mayor closed the public hearing. Council Member Bagheri motioned, Mayor Pro Tem Roden seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. City of Denton City Council Minutes September 20, 2016 Page 27 Ordinance No. 20016-308 D. PDA16-0004a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding approval of a Detail Plan of Planned Development 174 (PD-174) District to depict an amenity center on approximately 3.26 acres. The subject property is generally located on the southeast side of John Paine Road, approximately 110 feet northeast of Athens Drive within a Planned Development 174 (PD-174) zoning district. The Planning and Zoning Commission recommends approval (5-0). (PDA16-0004) The Mayor opened the public hearing. Julie Wyatt, Senior Planner, stated that this item was a detailed plan for an amenity center. She presented the location of property and background information on PD -174. The landscape plan was reviewed as well as the detailed plan; considerations for approval; and public notification. The Planning and Zoning Commission as well as Staff recommended approval with conditions. No one spoke during the public hearing. The Mayor closed the public hearing. Council Member Bagheri motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. 8. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Council Member Wazny requested staff to communicate with TxDot regarding US 380 and changes in traffic plans. She also requested information on the timing of the lights on 380 near Kroger. Mayor Watts requested information on the possible signal at Cindy Lane. City of Denton City Council Minutes September 20, 2016 Page 28 Council Member Briggs asked for a review of the ordinance for providing for the City Manager to negotiate $100,000 and $200,000 contracts for DME. B. Possible Continuation of Closed Meeting topics, above posted. There was no continuation of the Closed Meeting. With no further business, the meeting was adjourned at 12:53 a.m. ____________________________________ CHRIS WATTS MAYOR CITY OF DENTON, TEXAS ____________________________________ JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES September 27, 2016 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, September 27, 2016 at 2:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Council Member Wazny, Council Member Briggs, Council Member Hawkins, Council Member Gregory, Council Member Bagheri, and Mayor Watts. ABSENT: Mayor Pro Tem Roden. 1. Citizen Comments on Consent Agenda Items There were no citizen comments on Consent Agenda Items. 2. Requests for clarification of agenda items listed on the agenda for September 27, 2016. There were no requests for clarification of agenda items. 3. Work Session Reports A. ID 16-897 Receive a report on use of innovative technology for operation and maintenance of the wastewater collection system. PS Arora, General Manager for Wastewater Services, presented the report on Denton’s use of a Quick Cam and Quick Lock system to meet CMOM Goals. These were used for inspection of the sewer lines. He reviewed statistics of Denton's sewer system and assets plus the current Denton state of asset management system was presented. Drew Huffman, Wastewater Collection, presented information on the purpose of using the Quick Cam procedures as well as a goal for the quick cam with clay pipe. Arora reviewed the CCTV versus the Quick Cam procedures. David Brown, Wastewater Administration, presented information on why the quick lock system was used when making repairs. B. ID 16-1237 Receive a report, hold a discussion and provide direction regarding potential revisions to the Denton City Charter, including, but not limited to, provisions related to ethics. City Attorney Burgess presented information on the Denton City Charter and Ethics which were addressed in various state and federal laws, the City Charter, Resolution R2006-003 and R2009- 15. The Denton City Charter acted as a local constitution enacted by the electorate and represented the highest law of the locality. Ordinances must be consistent with the Charter. Section 14.05 Personal Interest imposed LGC 171 conflict of interest standards on local officials, Section 14.05, Nepotism, imposed limitations on appointment and employment of individuals related to members of Council. The Charter should set the foundation on which any ethics ordinance was based. Any ordinance provision inconsistent to the Charter was subject to nullification. City of Denton City Council Minutes September 27, 2016 Page 2 Mayor Watts questioned if there were advantages or disadvantages of the provisions in the Charter or in ordinances. City Attorney Burgess stated that the changes should be approved by citizens and not have ordinances in conflict with those approved by the citizens. Looking at ethics provisions, the Charter would be the foundation and then circle back with an ordinance with the standards. Currently the standards were in the Charter Council Member Briggs asked about an ordinance that provided for LGC 171 but went a little further. City Attorney Burgess stated that Council could work with those provisions, add different provisions and read together or create tools in the Charter and circle back with ordinances. Council Member Wazny asked if a section of the Charter wording was amended, could it be done so without a Charter election. City Attorney Burgess stated that the Charter could only be amended by the people. An amendment to the Charter went to the voters to approve or not. Council Member Hawkins asked about the San Antonio ordinance and whether it conflicted with their Charter. City Attorney Burgess stated that she had reviewed their Charter and ordinance and did not see that there was a conflict. Citizens enacted the provisions and Council enacted the ordinances. She presented the NLC Model Charter foundation for an ethics ordinance. The Charter was amended by a vote of the electorate. A Charter committee could review provisions for possible amendments. Other Charter provision of interest such as clarification of residency or salary for Council could also be considered. Any election must be called 78 days before the date of the election. If that was the May election, it would be called in February. Council discussed conflict of interest provisions for inclusion in a Charter amendment, the 10% fiduciary regulation, and that a Charter committee would be a recommending body and Council could always change or accept their recommendations before going to the voters. Possible Charter committee considerations in addition to the ethics provision included (1) clarification on residency as to whether an individual who desired to run in a place had to meet a one year residency in the city and also in the district he/she wanted to run, (2) rules for triggering a recall election, (3) changing the 4-3 council arrangement to a 6-1 arrangement, (4) changing the term of office from 2 year terms to two three year terms, (5) whether the Internal Auditor was a required position, and (5) a possible salary for Council. Makeup of the committee would be three appointees per Council. Council also discussed a possible May or November date for the election, possible increases in polling locations in each voting district and the committee choosing their chair. It was agreed that an ethics ordinance would apply to elected officials as well as employees. City Attorney Burgess stated that staff would frame the resolution on the proposed issues and then set the date for the nominations. A Work Session item and action item would be placed on the th October 11 agenda. City of Denton City Council Minutes September 27, 2016 Page 3 Mayor Watts wanted to make sure the committee operated as an independent body and if Council moved in a different direction to make sure it was done in an independent manner. Following the completion of the Work Session, the City Council convened in a Closed Meeting to consider the specific items listed below under the Closed Meeting section of this agenda. 1. Closed Meeting: A. ID 16-1135 Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with the City’s Attorneys on the status, strategy, and potential resolution of litigation styled, Esker v. City of Denton, Cause No. 14-000942-158, currently pending in the 158th District Court of Denton County, Texas. B. ID 16-1254 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff and discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests located in the Mary Austin Survey, Abstract No. 4, City and County of Denton, Texas; discussion had, deliberation, and direction given by the Denton City Council in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third party. Consultation with the City’s attorneys regarding legal issues associated with the acquisition of the real property interests described above; discussion of these legal matters in an open meeting would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in any administrative proceeding or potential litigation. (Brinker SS and TL) Following the completion of the Closed Meeting, the City of Denton City Council convened in a Special Called Meeting. 1.CONSENT AGENDA Mayor Watts noted that Item C would not be considered. Council Member Gregory motioned, Council Member Bagheri seconded to adopt the Consent Agenda and accompanying ordinances. On roll call vote, Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 2016-309 A. ID 16-1251 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of equipment to outfit two (2) Pierce Velocity Pumper Fire Engines for the City of Denton Fire Department, which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of City of Denton City Council Minutes September 27, 2016 Page 4 competitive bidding; and providing an effective date (File 6245 awarded to Siddons- Martin Emergency Group in the not-to-exceed amount of $379,000.26). Ordinance No. 2016-310 B. ID 16-1252 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase and installation of a 300 kilowatt (KW) single phase generator 277/480 with 600 AMP main breaker to provide emergency backup for the City of Denton Service Center operations which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 6239-awarded to C&G Electric, Inc. in the not-to- exceed amount of $121,490). This item was not considered. C. ID 16-1258 Consider adoption of an ordinance of the City of Denton, a Texas home rule municipal corporation ("City"), approving the exchange of a 1.334 acre tract located in the N. Meisenhamer Survey, Abstract, No. 810, Denton, Denton County, Texas ("Property"), to Rayzor Investments, Ltd. ("Rayzor"), for permanent and temporary utility easements, also located in the N. Meisenhamer Survey, and reservations of permanent utility easements and dedication of right of way in the Property to the City, all with the equivalent value of One Hundred and Fifty Thousand Dollars and No Cents ($150,000.00) as stated in the contract of sale ("Contract"); authorizing the City Manager in accordance with Texas Local Government Code 272.001(k) to execute a deed to Rayzor together with any other documents necessary to exchange the Property for permanent and temporary utility easements and reservations of permanent utility easements and dedication of right of way; and, providing an effective date. \[Bonnie Brae to North Lakes TM Line Rebuild (Easement Exchange)\] 2. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. City of Denton City Council Minutes September 27, 2016 Page 5 Council Member Wazny asked about the policy and procedure to add one additional voting location at each of four city districts for the May 6, 2017 and hear from staff on how that would proceed, deadlines and finding an additional location plus cost. Council Member Bagheri asked staff to investigate a food for fines program where fines were paid for with food items. With no further business the meeting was adjourned at 5:15 p.m. ____________________________________ CHRIS WATTS MAYOR CITY OF DENTON, TEXAS ____________________________________ JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1588,Version:1 AGENDA INFORMATION SHEET DEPARTMENT:Materials Management ACM:Bryan Langley AGENDA DATE:December 13, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDenton,Texasprovidingfor,authorizing,andapprovingthe expenditureoffundsforthepurchaseoftwo(2)undergroundcablepullersfortheCityofDentonElectric DistributionDepartment,whichareavailablefromonlyonesourceandinaccordancewithChapter252.022of theTexasLocalGovernmentCodesuchpurchasesareexemptfromtherequirementsofcompetitivebidding; and providing an effective date (File 6312 awarded to Sherman and Reilly, Inc. in the amount of $180,196.30). FILE INFORMATION ThisitemisforthereplacementoftwoundergroundcablepullersfortheElectricDistributionDepartment. Thesearetrailermountedunitsthatareusedforpullingwireundergroundinburiedconduit.One(1)Sherman ReillymodelUD50Twillbepurchasedtoreplacea1986ShermanReillymodelK185thathasmetthe replacementcriteriabasedonageandlifetodatemaintenancecostsof$37,713.One(1)ShermanReillymodel DDHX-75willbepurchasedtoreplacea2003TSEmodelUP120thathasmetthereplacementcriteriabased on age, hours, and life to date maintenance costs of $88,171. TheElectricDistributiondepartmentiscurrentlyrentingaUD50Tcablepullertoperformnecessarywork whiletheCity’sequipmentisoutofserviceforrepairs.Staffisrecommendingthepurchaseofthispieceof equipmenttoensurethatcontinuityofserviceisnotdisturbed.Thevendorisofferinga$2,093.70discountoff thepriceofanewmodelforatotalcostof$67,696.30.ThelargerShermanReillymodelDDHX-75 replacement cable puller was quoted at a cost of $112,500 (Exhibit 1). TheCityofDentonElectricDistributionDepartmentisstandardizingtoShermanReillyundergroundpullersto createefficiencieswithservice,maintenance,andpartssupplies.Thesearespecializedpiecesofequipmentthat requireincreasedmanufacturersupportwhichhasbeendifficulttofindinthepast.ShermanReillyhasbeen abletoprovidethenecessarysupportfortheirequipment,resultinginlessdowntimeandincreasedproductivity (Exhibit 2). ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) ThePublicUtilitiesBoardwilldiscussthisitemonDecember12,2016forrecommendationtoforwardthis item to the City Council for consideration. City of DentonPage 1 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1588,Version:1 RECOMMENDATION Awardthepurchaseoftwo(2)undergroundcablepullerstoShermanandReilly,Inc.intheamountof $180,196.30. PRINCIPAL PLACE OF BUSINESS Sherman and Reilly, Inc. Chattanooga, TN ESTIMATED SCHEDULE OF PROJECT Thedepartmentiscurrentlyinpossessionofone(1)demopullerthattheyarerequestingtopurchase,sothey willtakepossessionafterthepurchaseorderisissued.TheShermanReillymodelDDHX-75willbeavailable for delivery with 30 days. FISCAL INFORMATION Theundergroundpullers(FleetID#ED1706,ED1711)willbefundedfromElectricDistributionDepartment operatingaccount604037605.1355.3920intheamountof$112,500andaccount604042605.1355.3920inthe amount of $67,696.30. Requisition #132040 has been entered in the Purchasing software system. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:2.3 Promote superior utility services and facilities EXHIBITS Exhibit 1: Underground Puller Quotes Exhibit 2: Staff Memo Exhibit 3: Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance City of DentonPage 2 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1588,Version:1 For information concerning this acquisition, contact: Terry Kader at 349-8729. City of DentonPage 3 of 3Printed on 12/9/2016 powered by Legistar© EXHIBIT 1 Quote: 4543 Page: 1/2 FormAddress-EmailURI: sales@s-r.textron.com Wes Gideon Date: CITY OF DENTON Dec 1, 2016 ACCOUNTS PAYABLE Your Reference: DDHX-75 215 East McKinney Valid To: Dec 7, 2016 DENTON TX 76201 Request Date: Dec 31, 2016 Customer Number: 218000 Freight Forwarder: 41 FLATBED Contact: 6104 UTILITY SALES AGENTS OF NORTH TEXAS Ship-to Address: E-Mail: quotes@s-r.textron.com CITY OF DENTON 1701C SPENCER ROAD DENTON TX 76205 Dear Sir or Madam, Thank you for your interest. We offer the following items: ProductNet Value LineDescriptionQuantityNet Price 10608174DDHX-75;SCH40_2-6;UG-711 Each 112,500.00 USD 112,500.00 USD / 1 Each List Price 112,500.00USD / 1 Each 112,500.00 USD DDHX-75 - 7,500 lb. Trailer Mounted Underground Puller with Electric Brakes, Diesel Engine, (3) Hydraulic Jacks, 3/8" x 2,000' Steel Pulling Cable. RF remote controlled Hydraulic Boom, Tensiometer, Digital Electronic Load Recorder, and Digital display for all machine operations, diagnostics and pull status. Included Accessories: 1. Set, UG-71 Underground Blocks to fit sizes 2", 2-1/2", 3", 4", 5" & 6" 2. Trailer Plug - 7 pin Total Item Net Value 112,500.00 USD Total 112,500.00 USD Payment Terms:30 days net Incoterms:FOB Destination, Freight PPD & Added, Customer Specified Location Sherman & Reilly, Inc. 400 West 33rd Street Chattanooga, TN 37410 USA www.sherman-reilly.com EXHIBIT 1 Quote: 4543 Page: 2 / 2 Quote Number:4543 Sherman & Reilly, Inc., hereinafter referred to as the Company, shall not be liable to Purchaser for damages from any delays in manufacturing or shipping Products resulting from strikes, accidents, fires, floods, inability to secure fuel or power, delays in transportation, failure to receive materials from suppliers on time, terrorist activities, or other hindrances beyond the Company’s control. Purchaser shall have the right to inspect Products at any time during the manufacture and assembly, after reasonable notice; however, any rejection of the Product must be in writing and received by the Company within 72 hours after delivery. Material indicated as Special on the Acknowledgment Copy of the order differs from standard dimensions or in other ways and is manufactured to Purchaser’s specific order. The order is not subject to cancellation after work has started. In the sole discretion of the Company, which must be confirmed in writing by an authorized representative of the Company, products indicated as Special on the Acknowledgement Copy of the order may be returned for credit, if received unused and undamaged and upon payment of a restocking charge equal at least 25% of net price, plus all transportation charges. Prices are subject to change without notice unless otherwise stated in writing. All shipments are FOB destination with freight prepaid and billed on the invoice, including applicable taxes. Terms are Net 30 Days with approved credit unless otherwise stated. The maximum service charge allowable is 1-1/2% per month and will be applied to all accounts not paid within 30 days from the date of the original invoice. Minimum order is $50.00. The Company reserves the right to require payment in advance of any shipment and to be permitted to send shipments C.O.D. Due to the special nature of the goods, the Seller will select the freight carrier unless otherwise directed by the Purchaser. There will be a service charge for payment received by credit card when the order amount is $1,000.00 and over. For Visa and MasterCard the service charge will be 2% of the order total. For American Express, the service charge will be 3% of the order total. Sherman & Reilly currently does not accept payment by any other credit card. No order or contract shall be binding on the Company until accepted in writing by an authorized representative of the Company at its office in Chattanooga, Tennessee. The sales agreement evidenced by each order form, and any dispute or controversy arising there from or related thereto, shall be governed by the laws of the State of Tennessee. LIMITED WARRANTY: Please refer to www.sherman-reilly.com The Standard Limited Warranty defined on our web site covers all SRI products. The Forever Warranty defined on our web site further covers SRI products comprising distribution and transmission single-conductor blocks and bundled blocks, and related accessories; collectively, “Products”. Sherman & Reilly, Inc. 400 West 33rd Street Chattanooga, TN 37410 USA www.sherman-reilly.com EXHIBIT 1 400 West 33rd Street Chattanooga, TN 37410 -756-5300 f | 423-756-2948 w | sherman-reilly.com QUOTATION Quotation To:Quotation Date:November 28, 2016 City of DentonQuotation #4384-1 1701 C Spencer RoadCustomer ID: Denton, TX 76205Quotation valid until:December 30, 2016 Phone:Prepared by: Fax: Email: Quoted Products/Services (signature) MODEL NUMBER / DESCRIPTIONUOMQty.Price/UnitExt. Price UD-50-T BASE UNIT INCLUDING THE FOLLOWING:EA165,650.0065,650.00 FRONT & REAR JACKS, MANUAL- VINYL COVER FOR WINCH- WHEEL CHOCKS AND HOLDERS- ELECTRIC VEHICLE BRAKES SET OF 2 UG PULLING CONNECTORS- - AVAILABLE OPTIONS- "A" FRAMEEA14,040.004,040.00 Trailer Plug - 7 pinEA1100.00100.00 - Discount for demo unitEA1-2,093.70(2,093.70) - *Demo Unit available, VIN 123WM1017G1T15400 *subject to prior saleTOTAL67,696.30 - - - - Prices are FOB Origin, freight prepaid and added to the invoice. Payment Terms are Net 30 days with approved credit Standard Terms & Conditions apply unless otherwise noted: Expected ship date will be communicated with/by S&R's order confirmation. Standard Shipping Interval is 90 - 120 Days After Receipt of Order QUOTE FORM 6-29-11 v.4 EXHIBIT 1 400 West 33rd Street Chattanooga, TN 37410 -756-5300 f | 423-756-2948 w | sherman-reilly.com STANDARD TERMS & CONDITIONS Sherman & Reilly, Inc., hereinafter referred to as the Company, shall not be liable to Purchaser for damages due to any delays in manufacture or shipping of Products due to strikes, accidents, fires, floods, inability to secure fuel or power, delays in transportation, failure to receive materials from suppliers on time, terrorist activities, or other hindrances beyond the Company's control. Purchaser shall have the right to inspect Products at any time during manufacture and assembly, after reasonable notice; however, any rejection of the Product must be in writing and received by the Company within 72 hours after delivery. Material or product indicated as Special on the Acknowledgement Copy of an order differs from standard dimensions or in other ways and is manufactured to Purchaser's specific order. An order for such material or product is not subject to cancellation after manufacture and/or purchase of materials has started. In the sole discretion of the Company, which must be confirmed in writing by an authorized representative of the Company, products indicated as Special on the Acknowledgement Copy of an order may be returned for credit if received unused and undamaged, and upon payment of a restocking charge equal to at lest 25% of net price, plus all transportation charges. Prices are subject to change without notice unless otherwise stated in writing. All shipments are FOB destination with freight prepaid and added to the invoice and Terms Net 30 Days with approved credit unless otherwise stated. The maximum service charge allowable is 1-1/2% per month and will be applied to all accounts not paid within 30 days from the date of the original invoice. Minimum order is $50.00. The Company reserves the right to require payment in advance of any shipment and to be permitted to send shipments C.O.D. Due to the special nature of materials and products, the Company will select the freight carrier unless otherwise directed by the purchaser. No order or contract shall be binding on the Company until accepted in writing by an authorized representative of the Company or by an Acknowledgement Copy. The sales agreement evidence by each order form and any dispute or controversy arising therefrom or related thereto shall be governed by the laws of the State of Tennessee. LIMITED WARRANTY Except for those products explicitly covered by the Sherman & Reilly Forever Warranty, warranty is limited to defects in material and workmanship for a period of one (1) year from date of shipment, except for components of other manufacturers, which are limited to the warranties of such other manufacturer, if any. The Company's warranty is limited to the replacement of parts or material, excluding shipping charges, labor or service, and handling charges. Except as specified above, there are no warranties, express or implied, written or oral, including (but not limited to) any implied warranty of MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT with respect to ant Product manufactured or sold by the Company. Ant determination as to the suitability or fitness of such a Product for the particular use intended by the Purchaser is made exclusively by such Purchaser, and all risk or damage or delay caused by any unfitness or unsuitability of the Products, or any pat of same, for any particular use made by the Purchaser, or the breakdown or malfunction of same during the course of such use, shall be exclusively upon the Purchaser. I QUOTE FORM 5-25-11 v.2 EXHIBIT 3 ORDINANCE NO. ____________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTHORIZING, AND APPROVING THE EXPENDITURE OF FUNDS FOR THE PURCHASE OF TWO (2) UNDERGROUND CABLE PULLERS FOR THE CITY OF DENTON ELECTRIC DISTRIBUTION DEPARTMENT, WHICH AREAVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH CHAPTER 252.022 OF THE TEXAS LOCAL GOVERNMENT CODE SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 6312 AWARDED TO SHERMAN AND REILLY, INC. IN THE AMOUNT OF $180,196.30). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; andneed not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 6312 Sherman and Reilly, Inc. $180,196.30 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding EXHIBIT 3 exclusive distribution rights to the materials; and need not be submitted to competitive bids. SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6312 to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the _________ day of ____________, 2016. ______________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ______________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1593,Version:1 Agenda Information Sheet DEPARTMENT:Legal CM/ ACM:Anita Burgess, City Attorney Date:December 13, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDenton,Texas,correctingaclericalerrorbyrepealing OrdinanceNo.2016-356,whichwasexecutedandsealedinerror,andreplacingitwithordinancelanguage previouslyconsideredandapprovedbytheCityCouncilonNovember8,2016,which:(1)approvedan agreementbetweentheCityofDenton,TexasandDentonCommunityMarket,Inc.;(2)authorizedthe expenditure of funds therefor; and (3) provided for an effective date. BACKGROUND OrdinanceNo.2016-356waserroneouslyexecutedandsealedinsteadoftheordinancedocumentthatwas actually considered and approved by vote of the Denton City Council at its meeting on November 8, 2016. OPTIONS Pass ordinance. RECOMMENDATION The Legal Department recommends that the City Council pass this ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) OrdinanceNo.2016-356waserroneouslyexecutedandsealedinsteadoftheordinancedocumentthatwas actually considered and approved by vote of the Denton City Council at its meeting on November 8, 2016. EXHIBITS Proposed ordinance. Respectfully submitted: Anita Burgess City Attorney Prepared by: Kelly Campbell Administrative Assistant II City of DentonPage 1 of 1Printed on 12/9/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1594,Version:1 Agenda Information Sheet DEPARTMENT:Engineering Services CM/ ACM:Jon Fortune Date:December 13, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDenton,Texas,authorizingtheCityManager,orhisdesignee, toexecuteanAgreement,asattachedtotheordinanceandmadeapartthereofasExhibit“A”,byandbetween theTexasDepartmentofTransportation(“TxDOT”)andtheCityofDenton(the“City”),regardingtheCity acceptingfundingfromTxDOTtowidenandimproveasmuchofMcKinneyStreet(aformerTxDOTroadway whichhasbeentransferredtotheCity),betweenWoodrowLaneandjusteastofRyanHighSchool,aspossible withthefundingbeingprovidedandinaccordancewiththetermsoftheAgreement;andauthorizingtheCity Manager,orhisdesignee,toexecuteanddeliveranyandallotherdocumentsrequiredtoimplementthe Agreement. BACKGROUND TheTexasDepartmentofTransportation(TxDOT)recentlytransferredFM426fromtheir“on-system” roadwaynetworktotheCity’slocalroadwaynetworkandtransferredtheFM426projectintheTransportation ImprovementPlan(TIP)fromTxDOTtotheCity.TheCityofDentonreceivedtheLocalProjectAgreement (LPA)draftfromTxDOTonNovember28,2016.Engineeringandlegalreviewwascompletedwithafew important items requiring change. StaffhasbeenadvisedTxDOTwillexecutetheCityofDentonapprovedLPAwithin30-45daysofreceipt. AfterfullexecutionoftheLPA,TxDOTwilltransfertheirallocatedfundingtotheCity,approximately$18.27 million.Atthattime,theCitywillbeabletoincurexpensesagainstthefunding.AnyexpensestheCityincurs priortotransferofthefundingwillnotbeauthorizedtobechargedtotheTxDOTfunding.Itisanticipated fundingwillnotbeauthorizeduntillate-January2017.Sincethecurrentfundingdoesnotincludeallocations fordesignandright-of-way,reallocationofthosefundwillberequiresubsequentamendmentstothe agreement.TheproposedordinanceprovidesauthorityfortheCityManagertoexecutethisagreementandany futureamendmentsnecessarytoreallocatethecurrentfundsandacceptadditionalfundsforthetotalproject shortfall,toavoidanyprojectdelayrequiredbyobtainingfurtherCouncilapproval,providednoCityfundingis required. WhileawaitingtheLPAandtransferoffunding,theCityisproceedingwithfinalizingitsRequestforProposals (RFP)fromconsultingengineerstoserveastheCity’sDesignCriteriaconsultanttoprepareschematicplansfor theprojectandassisttheCitywithpreparationofaDesign-BuildRFPtocontractwithaDesign-BuildTeam City of DentonPage 1 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1594,Version:1 (engineerandcontractor)topreparethefinaldesignandconstructtheutilityadjustmentsandroadway improvements.UponreceiptofTxDOT’sprojectfunding,theCouncilwillbeabletoawardacontractwiththe DesignCriteriaconsultant.Staffanticipatesthedesignschematicphasetotakeapproximately18monthsand thedesign-buildphasetotake18-24months.Shouldthedesignrequirerightofwayorutilityeasements,the schedule will require an additional 12 months prior to the construction phase. TheprojectscopeisreconstructionofMcKinneyfromatwo-lanetoafour-lanedividedroadwayfrom WoodrowtoGrissom,toincludesidewalksonbothsides.Theprojectwillbeconstructedintwophases,based onavailablefunding.PhaseI,fromGrissomRoadwesterlytoasfarasthecurrentlyavailablefundingwill allow,willbeconstructedfirst.PhaseIIwillincludesimilarimprovementsontheremainderoftheroadway,to WoodrowLane,willbeaccomplishedatsuchtimeasfundingbecomesavailable.Thetotalprojectshortfallis estimated to be approximately $10 - $12 million. OPTIONS 1.Approvetheordinance,acceptingthefundingtoimproveasectionofMcKinneyStreet,between Woodrow Lane and just east of Ryan High School. 2.Deny approval of the ordinance. RECOMMENDATION Staff recommends approving the ordinance. ESTIMATED SCHEDULE OF PROJECT BeginningJanuary2017throughearlytomid-2020,withan18monthschematicdesignphasefollowedby18- 24monthdesign-buildphase,ifnoright-of-wayisrequired.Ifright-of-wayisrequired,January2017through early to mid-2021 (1 year longer). PRIOR ACTION/REVIEW (Council, Boards, Commissions) June 2015 - Denton City Council gave staff direction to work with TxDOT to move FM 426 off-system. February 2016 - Denton City Council and DISD Board received a briefing on this project. April 2016 - Denton City Council received an Informal Staff Report. December 2016 - Denton City Council and DISD Board received an update on this project. FISCAL INFORMATION TxDOTwillbetransferringapproximately$18.27milliontotheCityforthisproject.NoCityfundingis currently anticipated to be provided for the project. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil City of DentonPage 2 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1594,Version:1 agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Public Infrastructure Related Goal:2.2 Seek solutions to mobility demands and enhance connectivity EXHIBITS 1-Ordinance with TxDOT Agreement attached Respectfully submitted: John T. Davis, PE Director of Engineering Services City of DentonPage 3 of 3Printed on 12/9/2016 powered by Legistar© ORDINANCE NO. 2016- ___ AN ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE AN AGREEMENT, AS ATTACHED AND MADE A PART HEREOF AS EXHIBIT “A”, BY AND BETWEEN THE TEXAS DEPARTMENT OF TRANSPORTATION (“TXDOT”) AND THE CITY OF DENTON (THE “CITY”), ACCEPTING FUNDING FROM TXDOT FOR THE CITY TO WIDEN AND IMPROVE A SECTION OF MCKINNEY STREET FROM A 2-LANE ROADWAY TO A 4-LANE DIVIDED URBAN ROADWAY; AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE AND DELIVER ANY AND ALL AMENDMENTS TO THE AGREEMENT AND OTHER DOCUMENTS REQUIRED TO IMPLEMENT THE AGREEMENT. WHEREAS, the Texas Department of Transportation (TxDOT) had planned to widen and otherwise improve FM 426 (McKinney Street) from a 2-lane roadway to a 4-lane divided urban roadway, from 1.4 miles West of Loop 288 to 1.1 miles East of Loop 288,; WHEREAS, the City desired to expedite improvements to McKinney Street in order to improve safety for school children walking to and from school along McKinney Street; WHEREAS, the City desired to assume ownership of McKinney Street within the City Limits, and TxDOT has subsequently transferred ownership of McKinney Street within the City Limits to the City; WHEREAS, the City has requested the funding, allocated to the former TxDOT project, in order to perform the planned improvements to McKinney Street; WHEREAS, it is mutually beneficial for the City and TxDOT to enter into the attached Agreement to improve McKinney Street; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is authorized: (a) to execute on behalf of the City (i) the Agreement between the City and TxDOT, substantially in the form attached as Exhibit "A", (ii) any amendments to this Agreement to reallocate the specified funding or accept additional funding for phases of the project as required to implement the McKinney Street improvements, and (iii) to execute and deliver any and all other documents required to implement the Agreement and any subsequent amendments to this Agreement as specified herein. SECTION 2. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: ________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: ________________________________ EXHIBIT "A" CSJ: 0918-46-298 Project: McKinney Street (formerly FM 426) Limits: From 1.4 miles West of LP 288 to 1.1 miles East of LP 288 District: 18-Dallas Code Chart: 11400 Funding Category: RTR (SH 121 Subaccount) STATE OF TEXAS § COUNTY OF TRAVIS § ADVANCE FUNDING AGREEMENT FOR A PROJECT USING FUNDS HELD IN THE STATE HIGHWAY 121 SUBACCOUNT City Street Improvements (Off System) THIS AGREEMENT (the Agreement) is between the State of Texas, acting by and through the Texas Department of Transportation (the State), and the City of Denton (Local Government), collectively, the Parties. WITNESSETH WHEREAS, the State has received money from the North Texas Tollway Authority for the right to develop, finance, design, construct, operate, and maintain the SH 121 toll project from Business SH 121 in Denton County to US 75 in Collin County (SH 121 payments); and WHEREAS, pursuant to Transportation Code, 228.006 the State shall authorize the use of surplus revenue of a toll project for a transportation project, highway project, or air quality project within the district of the Texas Department of Transportation in which any part of the toll project is located; pursuant to Transportation Code, §228.012 the State has created a separate subaccount in the state highway fund to hold such money (SH 121 Subaccount), and the State shall hold such money in trust for the benefit of the region in which a project is located, and may assign the responsibility for allocating money in the subaccount to a metropolitan planning organization (MPO); and WHEREAS, in Minute Order 110727, dated October 26, 2006, the Texas Transportation Commission (the Commission) approved a memorandum of understanding (MOU) with the Regional Transportation Council (RTC), which is the transportation policy council of the North Central Texas Council of Governments (NCTCOG) and a federally designated MPO, concerning in part the administration, sharing, and use of surplus toll revenue in the region; under the MOU the RTC shall select projects to be financed using surplus revenue from a toll project, subject to Commission concurrence; and WHEREAS, the Local Government has requested money from the SH 121 Subaccount to widen a 2-lane roadway to a 4-lane divided urban roadway on McKinney Street (formerly FM 426) from 1.4 miles West of LP 288 to 1.1 miles East of LP 288 in the City of Denton, RTR Off System Page 1 of 9 Revised 4/24/2013 CSJ: 0918-46-298 Project: McKinney Street (formerly FM 426) Limits: From 1.4 miles West of LP 288 to 1.1 miles East of LP 288 District: 18-Dallas Code Chart: 11400 Funding Category: RTR (SH 121 Subaccount) Denton County (Project); the RTC has selected the Project to be funded from the SH 121 Subaccount; and the Commission concurred in the selection and, authorized the expenditure of money from SH 121 Subaccount in Minute Order 114758 dated October 27, 2016; and WHEREAS, the Local Government is a political subdivision and governmental entity by statutory definition; and WHEREAS, Government Code, Chapter 791, and Transportation Code, §201.209 authorize the State to contract with municipalities and political subdivisions to perform governmental functions and services; and WHEREAS, NCTCOG and the RTC should have authority to assist the Local Governments implementation of financial reporting and environmental review related to a transportation project funded by the State using money from the SH 121 Subaccount. NOW, THEREFORE, the Parties agree as follows: AGREEMENT Article 1. Time Period Covered This Agreement becomes effective when signed by the last party whose signing makes the agreement fully executed, and the State and the Local Government will consider it to be in full force and effect until the Project described herein has been completed and accepted by all parties or unless terminated, as hereinafter provided. Article 2. Project Funding The State will pay money to the Local Government from the SH 121 Subaccount in the amounts specified in Attachment A, Payment Provision and Work Responsibilities. Except as provided in the next succeeding sentence, the payments will begin no later than upon the later of the following: (1) fifteen days after the Legislative Budget Board and the Governor each approve the expenditure, in accordance with Rider 27 of the Texas Department of Transportation bill pattern in House Bill 1, 84th Legislature; and (2) thirty days after execution of this Agreement. If Attachment A shows that the RTC has allocated payments to the Local Government for a certain expenditure (e.g. construction) for the Project in a certain fiscal year, then the State will make the payment from the SH 121 Subaccount to the Local Government for such expenditure no later than 30 days after the beginning of the designated Fiscal Year. A Fiscal Year begins on September 1 (for example, the 2014 Fiscal Year began September 1, 2013). Article 3. Separate Account; Interest All funds paid to the Local Government shall be deposited into a separate account, and interest earned on the funds shall be kept in the account. Interest earned may be used only for the purposes specified in Attachment A, Payment Provision and Work RTR Off System Page 2 of 9 Revised 4/24/2013 CSJ: 0918-46-298 Project: McKinney Street (formerly FM 426) Limits: From 1.4 miles West of LP 288 to 1.1 miles East of LP 288 District: 18-Dallas Code Chart: 11400 Funding Category: RTR (SH 121 Subaccount) Responsibilities, and only after obtaining the written approval of the RTC. The Local Governments use of interest earned will not count towards the 20 percent local match requirement set forth in this Agreement. Article 4. Shortfalls in Funding The Local Government shall apply all funds to the scope of work of the Project described in Attachment A, Payment Provisions and Work Responsibilities, and to none other. All cost overruns are the responsibility of the Local Government. However, should the funds be insufficient to complete the work contemplated by the Project, the Local Government may make further request to the RTC and the State for additional funds from the SH 121 Subaccount. Funds may be increased only through an amendment of this Agreement. If the SH 121 Subaccount does not contain sufficient funds to cover the balance necessary to complete the Project, or if the RTC or the Commission decline the request for any other reason, then the Local Government shall be responsible for any shortfall. Article 5. Return of Project Funding The Local Government shall reimburse the State for any funds paid under this Agreement that are not expended in accordance with the requirements of this Agreement. Upon completion of the Project, the Local Government will issue a signed Notification of Completion document to the State acknowledging the Projects completion. If at project end, or upon termination of this Agreement, excess SH 121 Subaccount funds exist, including interest earned, such funds shall be returned to the State within 30 days. Except for funds the Local Government has already expended in accordance with the Agreement, the Local Government shall return to the State the funds paid under this Agreement together with any interest earned on the funds if the Project is not completed within 10 years of execution of the Agreement. Article 6. Local Match Not Applicable to this Agreement The Local Government shall be responsible for the required 20 percent local match as described in Attachment A, Payment Provisions and Work Responsibilities. The costs incurred by the Local Government prior to the execution of this Agreement will count towards the 20 percent local match requirement provided such costs are for RTC- approved phases as shown in Attachment A. At the end of each Fiscal Year the Local Governments cumulative expenditures of local match funds must be no less than 20 percent of the cumulative SH 121 Funds received by the Local Government up to that date under the Agreement, and must be for the uses approved for payments of SH 121 Funds up to that date as specified in Attachment A, Payment Provision and Work Responsibilities. Article 7. Procurement and Contracting Process The State may review the Local Governments procurement of professional services for engineering, surveying, and right of way acquisition, letting of construction contracts, and conduct of construction management and inspection. The Local Government shall certify compliance with state law and regulations, and with local laws, regulations, rules, policies, RTR Off System Page 3 of 9 Revised 4/24/2013 CSJ: 0918-46-298 Project: McKinney Street (formerly FM 426) Limits: From 1.4 miles West of LP 288 to 1.1 miles East of LP 288 District: 18-Dallas Code Chart: 11400 Funding Category: RTR (SH 121 Subaccount) and procedures. The Local Government shall maintain a copy of the certification in the project files. Article 8. Design Standards and Construction Specifications The Local Government shall implement the Project using the Local Governments established design standards, construction specifications, procurement processes, and construction management and inspection procedures. Article 9. Right of Way Except for right of way owned by the State or to be acquired by the State according to the plans of the Project as approved by the State, the Local Government shall acquire all necessary right of way needed for the Project. Right of way acquisition is an eligible cost for reimbursement provided such cost is an RTC-approved phase as shown in Attachment A. Article 10. Utilities The Local Government shall be responsible for the adjustment, removal, or relocation of utility facilities in accordance with State laws and regulations and local laws, regulations, rules, policies, and procedures applicable to the Local Government. The Local Government must obtain advance approval for any variance from established procedures. The RTC-approved costs for utilities as shown in Attachment A, if any, shall be used to adjust, remove, or relocate utility facilities. Article 11. Compliance with Laws, Environmental Review and Public Involvement Each Party shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts, administrative bodies or tribunals affecting the performance of this Agreement as applicable to it. When required, the Local Government shall furnish the State with satisfactory proof of compliance. As provided in 43 TAC 2.3(b)(1)(A), the States environmental review requirements do not apply to the Project because the State is funding the Project solely with money held in a project subaccount created under Transportation Code, Section 228.012. However, the Local Government shall ensure that the project complies with all environmental review and public involvement requirements applicable to the Local Government under State and federal law in connection with the Project. The Local Government shall obtain the opinion of legal counsel showing the Local Governments environmental review and public involvement for the Project complies with state law and regulations, and with local laws, regulations, rules, policies, and procedures applicable to the Local Government. The Local Government shall maintain a copy of the certification in the project files. Article 12. Compliance with Texas Accessibility Standards and ADA The Local Government shall ensure that the plans for and the construction of the Project is in compliance with the Texas Accessibility Standards (TAS) issued by the Texas Department of Licensing and Regulation, under the Architectural Barriers Act, Article 9102, Texas Civil Statutes. The TAS establishes minimum accessibility requirements to be RTR Off System Page 4 of 9 Revised 4/24/2013 CSJ: 0918-46-298 Project: McKinney Street (formerly FM 426) Limits: From 1.4 miles West of LP 288 to 1.1 miles East of LP 288 District: 18-Dallas Code Chart: 11400 Funding Category: RTR (SH 121 Subaccount) consistent with minimum accessibility requirements of the Americans with Disabilities Act (P.L. 101-336). Article 13. Work Outside the Project Site The Local Government shall provide both the necessary right of way and any other property interests needed for the Project. Article 14. Insurance If this agreement authorizes the Local Government or its contractor to perform any work on State right of way, before beginning work the entity performing the work shall provide the State with a fully executed copy of the State's Form 1560 Certificate of Insurance verifying the existence of coverage in the amounts and types specified on the Certificate of Insurance for all persons and entities working on State right of way. This coverage shall be maintained until all work on the State right of way is complete. If coverage is not maintained, all work on State right of way shall cease immediately, and the State may recover damages and all costs of completing the work. Article 15. Audit Within 120 days of completion of the Project, the Local Government shall perform an audit of the costs of the Project. Any funds due to the State will be promptly paid by the Local Government. Article 16. Maintenance The Local Government shall be responsible for maintenance of the Project. Article 17. Responsibilities of the Parties a. The State and the Local Government agree that neither party is an agent, servant, or employee of the other party and each party agrees it is responsible for its individual acts and deeds, as well as the acts and deeds of its contractors, employees, representatives, and agents. b. To the extent permitted by law, the Local Government agrees to indemnify and save harmless the State, its agents and employees from all suits, actions or claims and from all liability and damages resulting from any and all injuries or damages sustained by any person or property in consequence of any neglect, error, or omission in the performance of the design, construction, maintenance or operation of the Project by the Local Government, its contractor(s), subcontractor(s), agents and employees, and from any claims or amounts arising or recovered under the "Workers' Compensation laws"; the Texas Tort Claims Act, Chapter 101, Texas Civil Practice and Remedies Code; or any other applicable laws or regulations, all as from time to time may be amended. c. The Parties expressly agree that the Project is not a joint venture or enterprise. However, if a court should find that the Parties are engaged in a joint venture or enterprise, then the Local Government, to the extent provided by law, agrees to pay RTR Off System Page 5 of 9 Revised 4/24/2013 CSJ: 0918-46-298 Project: McKinney Street (formerly FM 426) Limits: From 1.4 miles West of LP 288 to 1.1 miles East of LP 288 District: 18-Dallas Code Chart: 11400 Funding Category: RTR (SH 121 Subaccount) any liability adjudicated against the State for acts and deeds of the Local Government, its employees or agents during the performance of the Project. d. To the extent provided by law, the Local Government shall also indemnify and save harmless the State from any and all expense, including, but not limited to, attorneys fees which may be incurred by the State in litigation or otherwise resisting said claim or liabilities which may be imposed on the State as a result of such activities by the Local Government, its agents, or employees. Article 18. Notices All notices to either party by the other required under this Agreement shall be delivered personally or sent by certified or U.S. mail, postage prepaid or sent by electronic mail, (electronic notice being permitted to the extent permitted by law but only after a separate written consent of the parties), addressed to such party at the following addresses: Local Government: State: Texas Department of Transportation City of Denton Attention: Director of Contract Services Attention: Director of Engineering Services th 125 East 11 Street 901-A Texas Street Austin, Texas 78701 Denton, Texas 76209 All notices shall be deemed given on the date so delivered or so deposited in the mail, unless otherwise provided herein. Either party may change the above address by sending written notice of the change to the other party. Either party may request in writing that such notices shall be delivered personally or by certified U.S. mail and such request shall be honored and carried out by the other party. Article 19. Right of Access If the Local Government is the owner or otherwise controls access to any part of site of the Project, the Local Government shall permit the State or its authorized representative access to the site to perform any activities authorized in this Agreement. Article 20. Project Documents Upon completion or termination of this Agreement, all documents prepared by the State shall remain the property of the State. All data prepared under this Agreement by the Local Government shall be made available to the State without restriction or limitation on their further use. All documents produced or approved or otherwise created by the Local Government shall be transmitted to the State in the form of photocopy reproduction as required by the State. The originals shall remain the property of the Local Government. At the request of the State, the Local Government shall submit any information required by the State in the format directed by the State. Article 21. Inspection of Books and Records The Local Government shall keep a complete and accurate record to document the performance of the work on the Project and to expedite any audit that might be conducted. RTR Off System Page 6 of 9 Revised 4/24/2013 CSJ: 0918-46-298 Project: McKinney Street (formerly FM 426) Limits: From 1.4 miles West of LP 288 to 1.1 miles East of LP 288 District: 18-Dallas Code Chart: 11400 Funding Category: RTR (SH 121 Subaccount) The Local Government shall maintain records sufficient to document that funds provided under the Agreement were expended only for eligible costs that were incurred in accordance with all applicable state and local laws, rules, policies, and procedures, and in accordance with all applicable provisions of this Agreement. The Local Government shall maintain all books, documents, papers, accounting records and other documentation relating to costs incurred under this Agreement and shall make such materials available to the State for review and inspection during the contract period and for four (4) years from the date of completion of work defined under this Agreement or until any pending litigation or claims are resolved, whichever is later. Additionally, the State shall have access to all governmental records that are directly applicable to this Agreement for the purpose of making audits, examinations, excerpts, and transcriptions. Article 22. NCTCOG Acceptance of funds directly under the Agreement or indirectly through a subcontract under the Agreement acts as acceptance of the authority of NCTCOG and RTC to assist the Local Governments implementation of financial reporting and environmental review concerning the Project. The Local Government shall provide to NCTCOG on a monthly basis a report of expenses, including the Local Governments expenditure of local match funds. The report shall list separately the expenditures by project phase as shown in Attachment A, including but not limited to engineering, environmental review, right of way acquisition, and construction. The report shall also describe interest earned on money from the SH 121 Subaccount, including the interest rate, interest earned during the month, and cumulative interest earned. The report shall further describe the status of developing the Project. Not less than 60 days before the environmental review document is submitted to the governing body of the Local Government for final approval, the Local Government shall submit the document to NCTCOG for review and comment. NCTCOG may provide the Local Government technical assistance on the environmental review of the Project as mutually agreed between NCTCOG and the Local Government. Article 23. State Auditor The state auditor may conduct an audit or investigation of any entity receiving funds from the State directly under the Agreement or indirectly through a subcontract under the Agreement. Acceptance of funds directly under the Agreement or indirectly through a subcontract under this Agreement acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. An entity that is the subject of an audit or investigation must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. Article 24. Amendments By mutual written consent of the Parties, this contract may be amended prior to its expiration. RTR Off System Page 7 of 9 Revised 4/24/2013 CSJ: 0918-46-298 Project: McKinney Street (formerly FM 426) Limits: From 1.4 miles West of LP 288 to 1.1 miles East of LP 288 District: 18-Dallas Code Chart: 11400 Funding Category: RTR (SH 121 Subaccount) Article 25. Termination The Agreement may be terminated in the following manner: a. By mutual written agreement and consent of both parties; b. By either party upon the failure of the other party to fulfill the obligations set forth herein, after a 45 day period to cure after receiving written notice of non- compliance; c. By the State if the Local Government does not let the construction contract for the Project within one year after the State first provides SH 121 Funds for construction as shown in Attachment A, Payment Provision and Work Responsibilities; d. By the State if the Local Government does not complete the Project within ten years after the effective date of the Agreement. Article 26. Work by Debarred Person The Local Government shall not contract with any person that is suspended, debarred, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any federal agency or that is debarred or suspended by the State. Article 27. Sole Agreement The Agreement constitutes the sole and only agreement between the parties and supersedes any prior understandings or written or oral agreements respecting the Agreements subject matter. Article 28. Successors and Assigns The State and the Local Government each binds itself, its successors, executors, assigns, and administrators to the other party to this agreement and to the successors, executors, assigns, and administrators of such other party in respect to all covenants of this agreement. The Local Government may assign its interests under the Agreement only with the written approval of the State. Article 29. Remedies The Agreement shall not be considered as specifying an exclusive remedy for a breach of the Agreement. All remedies existing at law or in equity are available to either Party and are cumulative. Article 30. Legal Construction If a provision of the Agreement shall be held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision, and the Agreement shall be construed as if it did not contain the invalid, illegal or unenforceable provision. RTR Off System Page 8 of 9 Revised 4/24/2013 CSJ: 0918-46-298 Project: McKinney Street (formerly FM 426) Limits: From 1.4 miles West of LP 288 to 1.1 miles East of LP 288 District: 18-Dallas Code Chart: 11400 Funding Category: RTR (SH 121 Subaccount) Article 31. Signatory Warranty The signatories to this agreement warrant that each has the authority to enter into this agreement on behalf of the party they represent. IN WITNESS WHEREOF, THE STATE AND THE LOCAL GOVERNMENT have executed duplicate counterparts to effectuate this Agreement. THE STATE OF TEXAS Executed for the Executive Director and approved for the Texas Transportation Commission for the purpose and effect of activating and/or carrying out the orders, established policies or work programs heretofore approved and authorized by the Texas Transportation Commission. By: ______ Kenneth Stewart Director of Contract Services Texas Department of Transportation Date: THE LOCAL GOVERNMENT CITY OF DENTON By: __________________________ _ Howard Martin Interim City Manager Date: _______________________ _ Attest: Jennifer Walters, City Secretary By: __________________________ _ Jennifer Walters Approved as to Legal Form: Anita Burgess, City Attorney By: __________________________ _ Anita Burgess RTR Off System Page 9 of 9 Revised 4/24/2013 CSJ: 0918-46-298 Project: McKinney Street (formerly FM 426) Limits: From 1.4 miles West of LP 288 to 1.1 miles East of LP 288 District: 18-Dallas Code Chart: 11400 Funding Category: RTR (SH 121 Subaccount) ATTACHMENT A Payment Provisions and Work Responsibilities For CSJ# 0918-46-298, the State will pay $18,267,303 from the SH 121 Subaccount to widen a 2-lane roadway to a 4-lane divided urban roadway on McKinney Street (formerly FM 426) from 1.4 miles West of LP 288 to 1.1 miles East of LP 288 in the City of Denton, Denton County. In accordance with the allocation of funds approved by the RTC, and concurred with by the Texas Transportation Commission, the State will make the payments for the following work in the following Fiscal Years: PROJECT COSTS Regional Toll Fiscal Total Estimate Revenue (RTR) Local Government Description Year Cost SH 121 Subaccount Participation Funds Participation Utilities (local) 2017$1,000,000 $1,000,000 $0 Construction (local) 2017 $17,267,303 $17,267,303 $0 TOTAL $18,267,303 $18,267,303 $0 The Local Government required match is Not Applicable. Upon completion of the Project, the Local Government will issue a signed "Notification of Completion" document to the State. The notice shall certify that the Project has been completed, all necessary inspections have been conducted, and the Project is open to traffic. RTR Off System Page 1 of 1 Attachment A City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1595,Version:1 Agenda Information Sheet DEPARTMENT:Human Resources CM/ ACM:Bryan Langley Date:December 13, 2016 SUBJECT Considerratificationofthere-appointmentbytheCityManagerofDarhylRamseytotheCivilService Commission. BACKGROUND DarhylRamsey’sfourthtermexpiredinAugustof2016;however,Chapter143oftheTexasLocal GovernmentCodeallowsforreappointmentbytheCityManagertoafourthorsubsequentconsecutivetermif confirmedbyatwo-thirdsmajorityofallthemembersofthemunicipality’sgoverningbody.Specifically,the section 006 (c-1) reads: “NotwithstandingSubsection(c)(5),themunicipality’schiefexecutivemayreappointacommissionmemberto consecutiveterms.Acommissionmembermaynotbereappointedtomorethanathirdconsecutivetermunless themember’sreappointmenttoafourthorsubsequentconsecutivetermisconfirmedbyatwo-thirdsmajority of all the members of the municipality’s governing body.” Subsection(c)definestheeligibilityrequirementsforaCommissioner,withsubsection(5)statingthey“must not have held a public office within the preceding three years.” However, subsection (c-2) states the following: “Subsection(c)(5)doesnotprohibitthemunicipality’schiefexecutivefromappointingaformercommission membertothecommissioniftheonlypublicofficeheldbytheformermemberwithintheprecedingthreeyears ismemberson(1)thecommission;or(2)thecommissionandthemunicipality’scivilserviceboardfor employees other than police officers and firefighters through a joint appointment to the commission and board.” DarhylRamseyhasonlyservedontheCivilServiceCommissionfortheCityofDentonintheprecedingthree years. Therefore, he is eligible to be reappointed by the City Manager. CommissionerRamseynorstaffrememberedthathistermwasduetoexpireuntilrecently.Staffconfirmed withLegalthatalthoughRamsey’stermexpired,thereisnonegativeimpacttoanyactionsapprovedbythe Commission. RECOMMENDATION City of DentonPage 1 of 2Printed on 12/9/2016 powered by Legistar© File #:ID 16-1595,Version:1 TheCityManagerhaselectedtore-appointDarhylRamseytotheCivilServiceCommission.Ramseyhasbeen a dedicated and engaged member of the Commission and has served as the Chair since 2006. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Organizational Excellence Related Goal:1.2 Develop a high-performance work force EXHIBITS Exhibit 1 - Ramsey Vita Respectfully submitted: Carla Romine Director of Human Resources City of DentonPage 2 of 2Printed on 12/9/2016 powered by Legistar© Darhyl S. Ramsey Dr. Darhyl Ramsey is a professor of music education at the University of North Texas. He holds degrees in music education from Carson-Newman College (BM) and the University of Iowa (MA, Ph.D.). th He is in his 30 year at the University of North Texas. Prior to coming to Denton, he taught at UT-San Antonio and the Pennsylvania State University. He was a band director in the public schools in Virginia. He is an elder at St. Andrew Presbyterian church where he is a member of several committees. Dr. Ramsey is a member of the Denton Morning Rotary Club. He is a past president and is beginning his fifth term as the Community Services Chair where he is involved in distributing funds for community-based charitable organizations and international projects. He is a 2006 graduate of Leadership Denton. He serves as the chair for the Interfaith Ministries board and is a member of the Serve Denton board. Work Contact Information Home Contact Information College of Music 2500 Potomac Pkwy. 1155 Union Circle Box 311367 Denton, TX 76210 University of North Texas (940) 566-3170 Denton, TX 76203 (940) 206-6283 (cell) (940) 565-3749 d.ramsey2@verizon.net Darhyl.Ramsey@unt.edu City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1597,Version:1 Agenda Information Sheet DEPARTMENT:Fire CM/ ACM:John Cabrales, Jr. Date:December 13, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDenton,Texas,amendingOrdinanceNo.2015-306to prescribeupdatedtitlesandnumberofpositionsforcertainclassificationsofFireDepartmentpersonnel; providing repealer, cumulative and severability clauses; and declaring an effective date. BACKGROUND CivilServicelaw,TexasLocalGovernmentCode,Chapter143,requiresgoverningbodiesofalljurisdictions with Civil Service employees to officially authorize their exact number of Civil Serviceemployees.TheCityCouncillastapprovedtheauthorizednumberofFireDepartmentCivilService positionsbyOrdinance2015-306onOctober20,2015.StaffrequeststheCityCouncil’sapprovalofthecurrent number of Civil Service positions for the Fire Department as budgeted for FY 2016-17 and is detailed below. For the 2016-2017 Fiscal Year, City Council approved the budgetary reinstatement of the Fire Training Captain. The Fire Training Captain’s position had not been funded since Fiscal Year 2010-2011 due to the City’s self-imposed hiring freeze, as a result the number of authorized civil service positions was reduced. With the approval of the Fiscal Year 2016-2017 budget, all Captains positions have been funded, totaling 26 positions. One Captain will be assigned to the Fire Training Captain position, 24 Captains positions will be assigned to operational duties as fire station officers and one Captain will remain assigned to Fleet Services. Inaddition,CityCouncilapprovedthe2016-2017supplementalpackagerequestforMedicalUnit8,which consistsofatotalofsixfulltimeCivilServiceemployees.TheMedicUnitwillbestaffedwiththreeFire DriversandthreeFirefighters.ThisapprovalbringsthetotalDriversfrom45to48atotalof81to84 Firefighters. If the City Council adopts the amended ordinance on December 6, 2016, this authorizes the correct number of Civil Service positions. The total number of authorized Civil Service positions in the Fire Department will increase from 172 to 179. City of DentonPage 1 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1597,Version:1 FISCAL INFORMATION Therewillbenoadditionalfiscalimpactduetothefactthatallauthorizedpositionshavebeenfundedinthe Fiscal Year 2016-2017 Budget. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Safe, Liveable & Family-Friendly Community Related Goal:4.1 Enhance public safety in the community EXHIBITS Exhibit 1: Ordinance No. 2015-306 Exhibit 2: Proposed Ordinance Respectfully submitted: Robin Paulsgrove Fire Chief City of DentonPage 2 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1597,Version:1 Prepared by: Allison Carlwicz Fire Administrative Manager City of DentonPage 3 of 3Printed on 12/9/2016 powered by Legistar© EXHIBIT 1 EXHIBIT 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1598,Version:1 Agenda Information Sheet DEPARTMENT:Denton Enterprise Airport CM/ ACM:Jon Fortune Date:December 13, 2016 SUBJECT ConsideradoptionofanordinanceoftheCityofDenton,TexasauthorizingtheCityManager,orhisdesignee, toexecuteaRealEstateSalesContract,asattachedtheretoandmadeapartthereofasExhibit“A”,byand betweenSLFIIColeProperty,L.P.,aTexaslimitedpartnership(the“Seller”),andtheCityofDenton,Texas, (the“Purchaser”),regardingthesaleandpurchaseoffeesimpletoa29.444acretract,moreorless,situatedin theJ.McDonaldSurvey,Abstract873,DentonCounty,Texas,asmoreparticularlydescribedintheRealEstate SalesContract,generallylocatedandadjacenttothesouthwestboundariesoftheCityofDentonEnterprise Airportproperty(the“PropertyInterests”),forthepurchasepriceofThreeHundredFiftyThousandDollarsand NoCents($350,000.00),andotherconsideration,asprescribedintheRealEstateSalesContract;authorizing theexpenditureoffundstherefor;andprovidinganeffectivedate.(DentonEnterpriseAirport-WestParallel Runway project - South End Runway Protection Zone (SLF II Cole Properties, L.P.)) BACKGROUND TheDentonEnterpriseAirporthasreceivedgrantfundingfromtheStateofTexas,nottoexceed$7,000.000.00 forthepurposeofdesigningandbuildingasecondrunwayandotherrelatedimprovementsknownastheWest Parallel Runway Project. OrdinanceNo.2014-025,acceptingagrantfromtheStateofTexasfortheabovestatedpurposeswaspassed andapprovedbyCityCouncilonJune17,2014.OrdinanceNo.2014-304authorizingtheCityManagerto executeonbehalfoftheCityofDentontheAirportProjectParticipationAgreementwiththeTexasDepartment ofTransportationAviationDivision(TxDOTAviation)relatingtocertainimprovementsattheDenton EnterpriseAirportasidentifiedintheAPPAasTxDOTContractNo.5XXAV003(the“Agreement”)andto expend funds as provided for in the Agreement. ThistractidentifiedhasbeenapprovedbyTxDOTasnecessaryforacquisitionforcompletionoftheproject. Theappraisalsandreviewappraisalshavebeencompletedaccordingtofederalguidelinesasoutlinedinthe Uniform Act and are therefore eligible for 85% reimbursement in accordance with the Agreement. ThesubjectpurchasepricerecommendedforsettlementisendorsedbyTxDOTAviation,inrespecttobeing eligible for grant reimbursement/credit within the parameters of the Agreement. Approvaloftheordinanceunderconsiderationauthorizesstafftoacquirethenecessarypropertytract,soasto City of DentonPage 1 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1598,Version:1 beabletoprogresstothenextstageofgrantfundingauthorizationstodesignandconstructtheslatedWest Parallel Runway Project. OPTIONS 1.Approve the proposed Ordinance. 2.Not approve the proposed Ordinance. 3.Table for future consideration. RECOMMENDATIONS Recommend approval of the Ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Resolution No. R2014-025 (June 14, 2014) - acceptance of TxDOT grant for second runway Ordinance No. 2014-304 (September 16, 2014) - authorization to expend funds related to grant Ordinance No. 2016-011 (January 5, 2016) - finding of public use and authorization to acquire property tract May 3, 2016 - City Council closed session briefing - counter-offer terms for settlement FISCAL INFORMATION TxDOTAirportProjectParticipationAgreement(APPA),aFederallyAssistedAirportDevelopmentGrant, with the TxDOT Aviation Division: Contract No: SXXAV003. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: KFA 2: Public Infrastructure Related Goal: 2.5 Develop Capital Improvement Program (CIP) based on community needs EXHIBITS 1.Location Map 2.Site Map 3.Ordinance Respectfully submitted: Quentin Hix Director of Aviation City of DentonPage 2 of 3Printed on 12/9/2016 powered by Legistar© File #:ID 16-1598,Version:1 Prepared by: Paul Williamson Real Estate Manager City of DentonPage 3 of 3Printed on 12/9/2016 powered by Legistar© Location Map CITY OF DENTON 380 £ ¤ £ ¤ I35 § ¨¦ I35E § ¨¦ 1515 " ) I35W § ¨¦ Subject Acquisition Tract 2449 " ) I35W 377 § ¨¦ £ ¤ ALLRED Denton Enterprise Airport: West Parallel Runway Project SLF II Cole Properties, LP Tract - 29.444 Acres 2,2001,10002,2004,4006,600 µ Feet Exhibit 1 to the CC AIS Site Map CITY OF DENTON Existing Airport Property 1515 " ) Subject Acquisition Tract " ) Denton Enterprise Airport: West Parallel Runway Project SLF II Cole Properties, LP Tract - 29.444 Acres µ 975487.509751,9502,925 Feet Exhibit 2 to the CC AIS EXHIBIT 3 attachment to AIS EXHIBIT"A" City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1601,Version:1 Agenda Information Sheet DEPARTMENT:Transportation CM/ ACM:John Cabrales, Jr. Date:December 13, 2016 SUBJECT ConsidertheadoptionofanordinanceamendingtheCodeofOrdinancesoftheCityofDentonbyaddinga newDivision4“ValetParking”toArticleIV“Stopping,Standing,andParking”ofChapter18“Motor VehiclesandTraffic”inordertoprohibitvaletparkingintheCityofDentonDowntownImplementationArea (DTIP);providingexceptions;providingforconflicts,severability,andpenaltyclauses;andprovidingforan effective date. BACKGROUND OnDecember6,2016,theCityCouncilreceivedalegalbriefingregardingvaletparkingindowntownDenton, inparticularthetemporaryarrangementwithQueenie’sSteakhouseallowinguseoftwopublicparkingspaces onEastHickoryStreetforvaletparkingpurposes.Inconsiderationoflegaladviceregardingtheuseofpublic right-of-wayforvaletparkingintheabsenceofanordinance,Councildirectedstafftodraftaproposed ordinanceprohibitingvaletparkingonpublicright-of-wayintheDowntownImplementationPlan(DTIP)area untilsuchtimethatacomprehensiveparkingstudycanbeconductedandavaletordinancecanbedrafted, based on the results of said study. Theproposedordinance(Exhibit1),exemptsvaletactivitiesonprivateproperty,collegeoruniversity functions,andfundraisingactivitiesaswellasspecialeventsauthorizedviaaCityissuedpermit.Ifapproved, theproposedordinancewouldnotbecomeeffectiveuntil2:00a.m.onJanuary2,2017,allowingcurrentvalet operators the opportunity to reassign and/or manage resources as needed. ESTIMATED SCHEDULE OF PROJECT The ordinance will become effective January 2, 2017. RECOMMENDATION Approve the proposed ordinance prohibiting valet parking on public right-of-way in the DTIP area. PRIOR ACTION/REVIEW (Council, Boards, Commissions) December 6, 2016 - A Closed Meeting legal briefing was presented to the City Council. City of DentonPage 1 of 2Printed on 12/9/2016 powered by Legistar© File #:ID 16-1601,Version:1 September 2, 2016 - The City Council received an Informal Staff Report on Valet Parking. June 24, 2016 - The City Council received an Informal Staff Report on Valet Parking. December 1, 2015 - A Work Session item on valet parking was presented to the City Council. October 1, 2013 - A Work Session item on valet parking was presented to the City Council. STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area:Safe, Liveable & Family-Friendly Community Related Goal:2.2 Seek solutions to mobility demands and enhance connectivity EXHIBITS 1.Ordinance Respectfully submitted: Mark Nelson Director of Transportation City of DentonPage 2 of 2Printed on 12/9/2016 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 16-1602,Version:1 Agenda Information Sheet DEPARTMENT:City Manager’s Office CM/ ACM:John Cabrales, Jr. Date:December 13, 2016 SUBJECT ConsiderapprovalofaresolutionoftheCityofDenton,Texas,adoptingtheCityofDenton’s2017State th Legislative Program for the 85 Texas Legislature; and providing an effective date. BACKGROUND th The85RegularSessionoftheTexasLegislaturebeginsJanuary10,2017.Theproposed2017State LegislativeProgramisprovidedasExhibit1,foryourconsideration.Ourprogramconsistsofposition statementsregardingissuesweanticipatetheTexasLegislaturemayconsider,basedonprevioussessions, interimreports,anddiscussionswithourpartnersandstakeholders.StaffhasworkedwiththeTexasMunicipal League(TML),theTMLBigCitygroup,ourlegislativeconsultants,andothercitiestoidentifylegislative issuesofinteresttoDenton.Theseissuesprimarilyrelatetostateinitiativesthatcouldimpactcityfinances, landregulation,regionaltransportation,utility,andpublicsafetyissues.Thelegislativeprogramgivescity representativestheabilitytoreactquicklytoproposedlegislation,andrespondappropriatelyonbehalfofthe City. Eachsession,theTexasLegislaturefilesalargenumberofcity-relatedbills,themajorityofwhichpropose th impedimentstotheabilityofcitiestogovernfromalocalperspective.Forthe84RegularSessionofthe TexasLegislature(2015),legislatorsfiledmorethan6,000bills,andmorethan1,600werecity-related.Pre- filingofbillsbeganNovember14,2016,andalreadytheLegislaturehasfiledalmost700bills(asofNovember 28).Forthelastseveralsessions,legislativeleadershavecontinuedtofileandsupportbillsthatwouldimposea localrevenuecap,lowerorbroadenthecurrentcaponannualincreasesinpropertytaxappraisals,enactcostly unfunded mandates, or generally erode municipal authority to conduct local affairs. th Wedonotanticipatethe85Legislaturetobefriendlytowardmunicipalities.Lastsession,billswerefiledthat soughttoeliminatehome-ruleauthority-amorethan100-yearconstitutionalauthoritygrantedtocities. AccordingtoTML,“homeruleistherightofcitizensatthegrassrootsleveltomanagetheirownaffairswith minimuminterferencefromthestate.Homeruleassumesthatgovernmentalproblemsshouldbesolvedatthe lowestpossiblelevel,closesttothepeople.AsDentoncontinuestogrow,ourlegislativeexposurecontinuesto increasewithpotentiallygreaternegativeimpactstoourbudget,andmoreimportantly,ontheelected governing body’s authority to make decisions and ability to deliver services in the best interest of our citizens. th Duringthe84TexasLegislatureInterimSession,numerous“interimcharges”weregiventothelegislatureby City of DentonPage 1 of 4Printed on 12/9/2016 powered by Legistar© File #:ID 16-1602,Version:1 theSpeakeroftheHouseandtheLieutenantGovernortostudyandreportbacktotheHouseandSenate members.Typically,thesestudiesidentifypossiblelegislativeactionsandoftenresultinthefilingofbillsin thenextregularlegislativesession.SeveraloftheseinterimchargeshavethepotentialofimpactingtheCityof Denton,includingareportonrevenuecapsfromtheSelectCommitteeonPropertyTaxReform.Infact,aswe th enterthe85legislativesession,oneofthebiggestconcernsforcitiesisthatLt.GovernorDanPatrickhas consistentlystatedpubliclythatheintendstopasslegislationthatwouldimposerevenuecaps,limitinga municipality’sabilitytoraiseadequaterevenuetofinanceessentialservicesforitscitizens.Inaddition,thereis alwaysconcernthelegislaturewillpassunfundedmandatestolocalgovernmentsastheylookforwaysto move legislation without having a negative financial impact to the state. Proposed Legislative Program Revisions Belowaretheproposedadditionsanddeletions,aswellasapage-by-pageoverviewofrevisionsthathavebeen madefromthe2015LegislativeProgramtothe2017LegislativeProgram.Ofnote,theParksandRecreation Departmenthasrequestedconsiderationofalegislativeinitiativethatwouldenhancefundingtoolsavailableto theCityCouncilinfinancingupgradestolocalsportsfacilitiesorfields,whichhostregionalandstatewide sports tournaments. This proposal is fully outlined in Exhibit 2. Proposed Additions for Consideration: Seek introduction and passage of legislation that would amend the Tax Code by adding the City of Denton to the bracketed list of municipalities authorized to utilize Hotel Occupancy Tax (HOT) funds for enhancement and upgrading of city-owned and existing sports facilities or fields, which provide significant economic benefit to the community. (p. 12; Details in Exhibit 2 and 3). Oppose legislation that would erode local control of existing authority and regulations of gas well th operations, as articulated in HB 40 (84 Legislature). (p. 13; replacing the 2015 statement of support for retaining municipal authority over oil and gas regulation). Oppose legislation that will restrict MOUs from building transmission infrastructure outside their service area. (p. 13) Support legislation that would protect the ability of the City to be adequately compensated for any use of its rights-of-way. (p. 13) Oppose legislation that would erode the City’s authority over the management and control of its rights- of-way. (p. 14) Oppose any legislation that would erode the City’s authority to require utility companies to pay the costs of relocating their facilities in a time manner as required by current law. (p. 14) Support legislation that would include solid waste collection vehicles, as well as other municipal utility vehicles, into the current Texas Move Over Law (Texas Transportation Code 545.157). (p. 14) Support legislation that would clarify regulations related to open carry in municipally owned facilities that are contractually operated by non-profit or private entities. (p.15) City of DentonPage 2 of 4Printed on 12/9/2016 powered by Legistar© File #:ID 16-1602,Version:1 Support legislation that would clarify where open carry is prohibited in a municipally owned court office building. (p.15) Support legislation that would provide a statewide ban on the use of hand-held devices while operating a vehicle, provided more stringent city ordinances are not preempted. (p. 15) Oppose legislation that would increase state regulation of local ballot language. (p. 15) Proposed Deletions for Consideration: Support legislation that clarifies TCEQ’s sanitary sewer overflow reporting standards. This item was th achieved in the 84 Legislative Session. Oppose legislation that would allow open-carry firearms in municipally-owned facilities. The State Legislature passed HB 910 permitting open-carry in municipally-owned facilities. “Support legislation that would clarify that the state’s vested rights law does not apply to subsurface mineral development as it relates to permits issued by the municipality for oil and gas development activities.” HB 40 was enacted by the legislature limiting municipalities’ regulatory authority related to oil and gas operations. This statement has been deleted from the Priority Legislative Agenda, as has the accompanying white paper. Page-by-Page Revisions Page 3, City of Denton Council Members page has been updated with the new council headshots. The Council district map has been updated. Page 4, City of Denton Management contact information has been updated to reflect staff transitions. Page 6, the General Legislative Policy page has revised formatting, order of information, and some redundancy has been eliminated. Page 7, Priority Legislative Agenda, updated revenue cap statement to more specifically reflect expected legislation. Eliminated position statement related to oil and gas development and vested rights (see Proposed Deletions for Consideration). HB 40 was enacted by the legislature limiting municipalities’ regulatory authority th related to oil and gas operations. This position statement is thus unnecessary for the 85 Legislature. The wording on the DME statements was revised minimally, but the content remains the same. Page 8, Preserve Local Budgeting Authority and Revenue Sources, slightly updated language with no substantive changes. Pages 10-11, Preserve Community Ownership and Operation of Denton Municipal Electric, this headline was updated. Only minor revisions to the language, with updates to reflect recent changes to the energy portfolio and the current state legislative environment. Pages 12-13, General Legislative Agenda, Revenue and Taxation includes HOT Funds legislative proposal, but otherwise no substantive changes to the language. Land Use Resources statements updated by Legal to be more City of DentonPage 3 of 4Printed on 12/9/2016 powered by Legistar© File #:ID 16-1602,Version:1 comprehensive, but content remains the same. Moved the statement regarding relocation of utility company facilities under Utilities. Refer to Proposed Additions and Proposed Deletions for Consideration above for additional information. Pages 13-16, General Legislative Agenda continued, two new position statements added by legal for consideration regarding public rights-of-way; one new position added regarding public safety Association Business Leave. Otherwise has only minor revisions to language without substantive changes. Refer to Proposed Additions and Proposed Deletions for Consideration above for additional information. PRIOR ACTION/REVIEW (Council, Boards, Commissions) December 16, 2014 - The City Council considered and approved Resolution 2014-044 adopting the City of th Denton’s 2015 Legislative Program for the 84 Texas Legislature. FISCAL INFORMATION N/A STRATEGIC PLAN RELATIONSHIP TheCityofDenton’sStrategicPlanisanaction-orientedroadmapthatwillhelptheCityachieveitsvision. Thefoundationfortheplanisthefivelong-termKeyFocusAreas(KFA):OrganizationalExcellence;Public Infrastructure;EconomicDevelopment;Safe,Livable,andFamily-FriendlyCommunity;andSustainabilityand EnvironmentalStewardship.WhileindividualitemsmaysupportmultipleKFAs,thisspecificCityCouncil agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.6 Collaborate with local, regional, state, and federal partners EXHIBITS 1.Resolution for consideration to approve the 2017 State Legislative Program Respectfully submitted: Lindsey N. Baker Intergovernmental Relations/Public Information Officer City of DentonPage 4 of 4Printed on 12/9/2016 powered by Legistar© City of Denton 2017 State Legislative Agenda th 85Texas Legislature TABLE OF CONTENTS I. City of Denton Mayor and Council Contact Information 3 II. City of Denton City Management Contact Information 4 III. 2017 State Legislative Program Adopting Resolution 5 IV. General Legislative Policy 6 V. Priority Legislative Agenda 7 VI. Discussion of Priority Legislative Issues 8 VII. General Legislative Agenda 12 Page 2 City of Denton City Council Members Mayor Chris Watts Chris.Watts@cityofdenton.com Sara Bagheri Dalton Gregory At-Large, Place 6 At-Large, Place 5 Sara.Bagheri@cityofdenton.com Dalton.Gregory@cityofdenton.com Joey Hawkins Mayor Pro Tem Kevin Roden District 4 District 1 Joey.Hawkins@cityofdenton.com Kevin.Roden@cityofdenton.com Keely Briggs Kathleen Wazny District 2 District 3 Keely.Briggs@cityofdenton.com Kathleen.Wazny@cityofdenton.com Page 3 City of Denton City Management (940) 349-8200 215 E. McKinney Denton, Texas 76201 www.cityofdenton.com Todd Hileman Anita Burgess City Manager City Attorney o/ (940) 349-8307 o/ (940) 349-8336 Todd.Hileman@cityofdenton.com Anita.Burgess@cityofdenton.com Howard Martin Jon Fortune Assistant City Manager Assistant City Manager Utilities Development Services o/ (940) 349-8232 o/ (940) 349-8535 Howard.Martin@cityofdenton.com Jon.Fortune@cityofdenton.com John Cabrales, Jr. Bryan Langley Assistant City Manager Assistant City Manager Operations Finance & Administration o/ (940) 349-8509 o/ (940) 349-8224 John.Cabrales@cityofdenton.com Bryan.Langley@cityofdenton.com Lindsey Baker Alison Ream Intergovernmental Relations/ Administrative Services Manager Public Information Officer o/ (940) 349-8310 o/ (940) 349-8234 Alison.Ream@cityofdenton.com c/ (817) 994-7133 Page 4 RESOLUTION NO. A RESOLUTION OF THE CITY OF DENTON, TEXAS, ADOPTING THE CITY OF th DENTON 2017 STATE LEGISLATIVE PROGRAM FOR THE 85TEXAS LEGISLATURE; AND PROVIDING AN EFFECTIVE DATE. th WHEREAS, the 85Texas Legislature will commence in January 2017; and WHEREAS, appraisal caps, revenue caps, budgeting authority, revenue sources, and many other legislative issues affecting local government will be considered; and WHEREAS, the City of Denton desires to adopt its 2017 State Legislative Program for th the 85Texas Legislature; NOW, THERFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: th SECTION 1. That the City of Dentons 2017 State Legislative Program for the 85 Texas Legislature is adopted as set forth herein and made a part of this resolution for all purposes. SECTION 2. That the Mayor and City Council, City Manager, and the City Attorney, or their designees, shall communicate the items included in the 2017 State Legislative Program to members of the Texas Legislature. SECTION 3. The City Manager, or his designee, is directed to draft appropriate legislation, seek a sponsor, and actively pursue passage of such legislation by providing testimony from the Mayor, City Council, and City Staff and through other appropriate means. PASSED AND APPROVED this the day of December 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 5 GENERAL LEGISLATIVE POLICY STATEMENT OF PURPOSE The fundamental goal of legislative activities is to produce positive outcomes for the citizens of Denton as a whole. Numerous proposals in the Texas Legislature have the potential to seriously impact the ability of the City to carry out its overall mission. By taking a proactive role in monitoring and commenting on proposals in the Texas Legislature, we are working to ensure that the citizens of Denton can continue to enjoy the quality of life they have come to expect and deserve. STATEMENT OF PRESERVATION As a general policy, the City will oppose any legislation viewed as detrimental to the Citys strategic goals or would limit home rule authority; is contrary to the health, safety, and welfare of its citizens; mandates increased costs or loss of revenues; or would diminish the fundamental authority of the City. The City will oppose any initiatives that seek to erode municipal authority or that otherwise have a negative impact on municipal operations, including but not limited to legislation that would: Erode home rule authority; Detrimentally affect the City financial position by reducing revenue streams or increasing costs through unfunded mandates or other means; Erode the authority of Texas cities to manage and control their rights-of-way or other public property, and to be reasonably compensated for such use; Erode current municipal economic development authority; Erode the current authority of Texas cities to enact a system and set the level of impact fees for new development; and Further restrict cit ability to adopt or amend zoning regulations or annex property in a citys extraterritorial jurisdiction. STATEMENT OF SUPPORT The City supports any legislation that would advance the Citys strategic goals and interests; improve the health, safety, and welfare of its citizens; and responsibly increase revenues. FORM COALITIONS The City will form strategic partnerships with other cities, political subdivisions, private sector and non-profit entities, and other appropriate stakeholders that share common goals with the City of Denton. Additionally, the City will work in coordination with organizations such as the Texas Municipal League when their adopted positions are in line with the legislative objectives and goals of the City. The formation of strategic partnerships and coordinated efforts is intended to provide the City with a stronger presence in the legislative process. Page 6 PRIORITY LEGISLATIVE AGENDA PRIORITY LEGISLATIVE ISSUES 1. Preserve Local Budgeting Authority and Revenue Sources Oppose legislation that would impose a revenue cap, lower the rollback rate, or otherwise restrict the ability of the City to set its own budget or raise the necessary revenue to provide services to City residents and businesses. 2. Preserve Local Control of Land Use Planning and Zoning Support legislation that preserves local land use authority. Oppose legislation that would erode local land use authority by restricting the ability of cities to zone or rezone properties. 3. Preserve Community Ownership and Operation of Denton Municipal Electric Oppose legislation that would deregulate Municipally Owned Utilities or amend their governing structure. governing Support legislation that would preserve Municipally Owned Utilit structure andto maintain a diversified energy portfolio. ability Page 7 DISCUSSION OF PRIORITY LEGISLATIVE ISSUES Preserve Local Budgeting Authority and Revenue Sources The City of Denton will oppose legislation that would impose a revenue cap, lower the rollback rate, or otherwise restrict the ability of the Cit to set its own budget or raise the necessary revenue to provide services to City residents and businesses. ISSUE During the last several Texas Legislative Sessions, proposals have been set forth that would severely limit the ability of cities to set their budgets or raise adequate revenues to carry out their fundamental functions. For example, numerous proposals to local revenues and property appraisals have been filed in the Texas Legislature. Every elected official in the City of Denton is sensitive to the tax burden our citizens and businesses pay, and is accountable to the local electorate for the decisions they make. We are also mindful, however, that it takes a great deal of flexibility with our local budget to meet the unique demands for services while at the same time preserving the high standards our community expects. PROBLEM Revenue and appraisal caps undermine the ability of local governments to meet the individual needs and circumstances of their cities. Additionally, one-size-fits-all ca violate the fundamental principle of local control. Citizens and businesses have numerous opportunities to provide input to the City of Dentondget and tax rate setting processes. Most importantly, the citizens of our City get to voice their approval or disapproval of our budgeting performance and tax rates every time we hold a municipal election. Unfortunately, extremely low appraisal and revenue caps can produce numerous problems. For instance, appraisal caps shift the inequitable tax burden to businesses and new homeowners. This inequitable shift can produce serious long-term negative consequences for the local economy. Revenue caps, on the other hand, require the City to cut services, delay critical road and facility maintenance, delay or eliminate public safety equipment and facility upgrades, or take on more debt to fund local projects and services. These types of ps are particularly harmful to a city like Denton, because it prevents the City from adequately dealing with the infrastructure needs brought on by tremendous population growth. It is inappropriate for the State of Texas to expect local governments to provide numerous public services with no funding from the State, while at the same time unduly restricting the ability of local governments to raise the necessary levels of revenue to provide the required services. SOLUTION If revenue caps are going to be applied to local governments, they should be applied uniformly to the state budget, as well. In short, the same rules should apply to all levels of government. The State could also supplement local government funding as other states that impose revenue caps have done. Page 8 Preserve Local Control of Land Use Planning and Zoning The City of Denton will support legislation that preserves local land use authority and oppose legislation that will erode local land use authority by restricting the ability of cities to zone or rezone properties. ISSUE Over the past few legislative sessions various proposals have been introduced to restrict the ability of cities to enforce their traditional land use controls. Specifically, legislation that requires cities to compensate landowners any time a zoning classification change is effected (often referred to as a downzoning), has come dangerously close to becoming the law. Under these proposals, cities would have to compensate landowners, even if the proposed zoning changes did not interfere with the current or intended use of the property. In addition to compensating landowners for zoning changes, proposals have been considered that would require compensation for numerous types of city regulations. For example, previously proposed legislation would have required cities to compensate landowners if they restricted the ability of patrons to smoke on premises or limited the time of day that alcohol could be served. All of these types of local restrictions have been debated under the theory gulatory taking Additional legislative proposals would have prevented cities from ever changing the zoning classification of a property if any type of basic permit or site plan has been filed with any governmental entity. Since 1999 the Texas Legislature has continually expanded the permit vesting statute to include different aspects of city land use authority. The expansion of the permi statute is beginning to interfere with the ability of cities to impose orderly, efficient, and comprehensive land use and development plans for their communities. PROBLEM Restricting the ability of cities to properly regulate land uses ultimately prevents them from being able to respond to the needs and demands of their citizens. For example, land use controls are used to keep undesirable businesses from locating in neighborhood-type settings. Additionally, one of the main reasons people live in cities is to have the protection of a regulated land use system. In short, when a home or business locates in a particular city they do so, in part, to ensure that an incompatible structure will not be placed next to their property. SOLUTION The ability of most cities to manage growth and development is based on the Texas constituti home rule provisions. Cities are allowed to amend charters and pass ordinances as long as they do not conflict with the constitution or general laws enacted by the state legislature. This means that each home rule city can make its own decisions about what planning tools and techniques are most appropriate to its situation unless those tools have been proscribed by the Texas legislature. The State should be very cautious in proscribing solutions that are only applicable to individual situations because of the vast differences between cities in this large state. Page 9 Preserve Community Ownership and Operation of Denton Municipal Electric The City of Denton will oppose legislation that deregulates Municipally Owned Utilities or amends their governance authority. ISSUE Recent State Legislative sessions saw bills introduced regarding partial deregulation for specific Municipally Owned Utilities (MOU). Ultimately, none of the bills passed into law. However, this type of legislative pressure toward specific MOUs can have a widespread, negative impact and unforeseen consequences on MOUs throughout the state. Municipalities owning an electric utility, such as in Denton's case, retain local regulatory authority through its main governing body, the City Council. It is the role and choice of these City Councils to determine each MOUs energy future by exercising its authority whether to opt in to the deregulated market or to retain its local authority. In April, 2001, the Denton City Council took a wait-and-see approach and exercised its authority choosing not to opt in to deregulation. To date, there has been no viable reason for Denton to enter into the deregulated market. Requiring MOUs to participate in the retail deregulated market essentially eliminates the authority of the governing bodies of MOUs and forces them to operate under the same guidelines as investor owned utilities. Historically, DME electric rates have remained stable and competitively priced. Mandating that an MOU participate in the deregulated market not only increases its financial burden, but also ensures that the increased costs are passed through to the DME ratepayers, thus placing DME at a competitive disadvantage in the electric market. In addition, should an MOU such as that owned by the citizens of Denton be required to opt in, it mitigates the strategic measures that the local citizens have enacted such as requiring more renewable resources and higher reliability from their MOU. PROBLEM Austin Energy(AE) rate issues have raised the deregulation issue and it is anticipated that legislation will be proposed to deregulate all or a portion of AE. The opt-in discussions concerning AE may be expanded to include all MOUs. For Denton to enter the deregulated market, the additional operating expense would be substantial. The current and additional operating expenses could be spread across a smaller customer base should customers exercise their power to choose A reduction in DMEs customer base would ensure that its remaining customers would have to absorb the increased costs in the form of higher electric rates. SOLUTION MOUs must preserve the local authority and governing structure to provide affordable electric service and energy portfolio diversity to its ratepayers. Page 10 Preserve Community Ownership and Operation of Denton Municipal Electric The City of Denton will support legislation that preserves the governance structure and ability of Municipally Owned Utilities to maintain a diversified energy portfolio. ISSUE The City of Denton is a nationally recognized environmental leader because of its continued diversification of DMEs energy portfolio. At no additional cost to its ratepayers, DME provides more wind energy per capita than any other city in the United States and offers one of the largest rebates for the installation of renewable energy generation in Texas. The City of Denton and DME recognize the importance of reducing the overall dependence on fossil fuel generation, while, at the same time being fiscally responsible to its citizens and ratepayers. As part of an overall goal to increase the renewable portfolio while protecting rates and reliability, the City ratepayers $500 million over the next 20 years, cut emissions by over 70%, and reduce natural gas usage by 37%. PROBLEM Any legislation that eliminates MOUauthority to determine and maintain a diversified energy portfolio is fiscally irresponsible to the ratepayers. While some areas are more suited for specific types of renewable generation, not all utility scale generation is appropriate in all locations. For example, the cost of constructing and operating solar energy generation can be prohibitive. While solar costs have declined over recent years, the capital costs, scarcity of land, lack of electric infrastructure, and diminished levels of generation output, as compared to conventional generation, can substantially drive the cost per megawatt-hour of solar energy production upward. It is unrealistic and cost prohibitive for the State of Texas to expect MOUs to provide economically priced electricity to its citizens, while requiring a diversified energy portfolio that includes predetermined amounts of specific renewable sources without funding from the State. SOLUTION MOUs must preserve the community authority and governing structure to provide affordable electric service to its ratepayers. If energy portfolio diversity becomes a requirement, MOUs should have the option to determine which renewable generation source is most suited to each MOUervice area. If a generation requirement is mandated, it should be applied uniformly to investor owned utilities, cooperatives, and MOUs. In addition, the State should supplement local government funding of the construction of utility scale renewable generation to offset the impact to the citizens of Denton. Page 11 GENERAL LEGISLATIVE AGENDA Revenue and Taxation Support legislation that would improve the appraisal process to ensure equal and uniform application of property taxes. Oppose legislation that would restrict the ability of cities to impose and collect municipal impact fees from new developments. Seek introduction and passage of legislation that would amend the Tax Code by adding the City of Denton to the bracketed list of municipalities authorized to utilize Hotel Occupancy Tax (HOT) funds for enhancement and upgrading of city-owned and existing sports facilities or fields, which provide significant economic benefit to the community. Land Use and Resources Support legislation that would provide municipalities the authority to regulate and enforce building codes, and property maintenance codes within the extraterritorial jurisdiction (ETJ). Oppose legislation that would reduce a municipalitys authority and discretion to approve the creation of a special district within a citys incorporated area or ETJ, including the expansion of a districaries or powers. Oppose legislation that would erode city annexation authority, including but not limited to the elimination or restriction of the use of limited purpose annexations or the addition of election or consent requirements. Oppose legislation that would reduce or eliminate development fees, exactions (or impact fees), or building permits. Oppose legislation that would restrict cit ability to adopt or amend zoning regulations or the applicability of those regulations to existing projects, including but not limited to the creation of any property rights or vesting in a zoning and use classification or any restrictions regarding downzoning. Support legislation that would allow local governments to enact ordinances relating to health and safety regulations as applied to gas drilling and production activities and to reduce the effects of oil and gas development on city residents. Support legislation that would allow cities to enact ordinances regulating zoning and development free from exception/exemption, including but not limited to imposing limitations on the availability of the Freeze Law under Chapter 245 of the Texas Local Government Code. Page 12 Oppose legislation that would erode local control of existing authority and regulations th of gas well operations, as articulated in HB 40 (84 Legislature). Utilities Support legislation that preserves Congestion Revenue Rights (PCRRs) assigned to municipal utilities in exchange for supporting the nodal market construct. Support legislation that preserves the Community Regulation of Municipal Electric Utilities. Support legislation that protects the ability of governmental entities to maintain confidentiality of certain critical documents and activities. Support legislation that requires market participants and Retail Electric Providers (REPs) to be properly capitalized before they are allowed to participate in the ERCOT market. Support legislation that requires proper credit requirements for the startup of Retail Electric Providers (REPs). Oppose legislation that requires municipal electric utilities to pay uplifted charges for those ERCOT Retail Electric Providers (REP) that declare bankruptcy or for any other ERCOT short pay charges. Oppose legislation that would extend electric subsidies provided by municipal utilities to four-year state universities, upper level institutions, Texas state technical colleges, or other special groups. Oppose any legislation that will increase ERCOT Fees. Oppose legislation that will restrict MOUs from building transmission infrastructure outside their service area. Oppose legislation that provides any further exemptions to the drainage fee. Oppose legislation that would impose state tap fee or any other type of state charge on municipal water systems. Support legislation that would raise the exemption amounts for public works projects in the Texas Engineering Practices Act. Oppose any legislation that would limit or prohibit a city's ability to make and sell compost/mulch products inside and outside of the city limits. Support legislation that would protect the ability of the City to be adequately compensated for any use of its rights-of-way. Page 13 Oppose control of its rights-of-way. Oppose companies to pay the costs of relocating their facilities in a time manner as required by current law. Support legislation that would address the failure of utility companies to relocate their facilities in a timely manner as required by current law. Transportation Support legislation that would include solid waste collection vehicles, as well as other municipal utility vehicles, into the current Texas Move Over Law (Texas Transportation Code 545.157). Support legislation that would retain limited authority for TxDOT to enter into public-private partnerships on specific projects. Support legislation that would identify additional transportation revenue to enhance statewide and regional ability to maintain and improve transportation infrastructure, and that would provide metropolitan areas with flexible solutions to solve problems and ensure that areas contributing to transportation solutions will not be penalized with a loss of traditional transportation funding. Support legislation that would constitutionally protect all revenues in Fund 6 and discontinue the diversion of transportation revenues to non-transportation purposes, and appropriate all revenues from highway user fees and taxes to fund transportation. Support legislation that would index the motor fuels tax to reduce the decline in purchase power of transportation funding. Support legislation that would increase vehicle registration fees to address transportation funding needs. Support legislation that would enforce existing regulations and penalties of driving requirements (e.g. vehicle registrations, driver licenses, and vehicle insurance). Oppose legislation that would remove or negate the strictly voluntary nature of highway turnbacks. Oppose legislation that would create a Regional Mobility Authority in the four county area of North Central Texas including Dallas, Denton, Collin and Tarrant Counties for the purpose of administering funds received through revenue sharing agreements. Support legislation that directly benefits Denton County Transportation Authority, if such proposals do not adversely affect the Cityrest. Page 14 Public Safety Support legislation that would require 100 percent reimbursement of costs incurred by cities for services provided during emergency evacuation and shelter operations resulting from an emergency evacuation ordered by the governor or the governors Division of Emergency Management. Oppose legislation that further restricts a cityability to implement a photographic red light enforcement system to use cameras at traffic lights and impose a civil penalty for running the light. Support legislation that would clarify regulations related to open carry in municipally owned facilities that are contractually operated by non-profit or private entities. Support legislation that would clarify where open carry is prohibited in a municipally owned court office building. Support legislation that would provide a statewide ban on the use of hand-held devices while operating a vehicle, provided more stringent city ordinances are not preempted. Oppose legislation that would restrict a cityauthority to use license plate readers by law enforcement agencies. Oppose legislation that would prohibit use of Association Business Leave by authorized public safety Association members, as provided in existing meet and confer agreements. General Government Oppose state preemption of municipal authority in the regulation of payday lenders, unless proposed legislation provides adequate protections from aggressive and harmful lending practices. Oppose legislation that would increase state regulation of local ballot language. Support legislation that heightens environmental standards, improves air and water quality, and protects the health, safety, and welfare of Texans. Support legislation that would exempt cities from any federal collective bargaining legislation that may become law in the future. Support legislation amending Section 11.1825 of the Tax Code by adding that community housing development organizations (CHDOs) must receive an exemption from taxation from any affected municipality prior to receiving a tax exempt status from the local property appraisal district. Support legislation that would provide additional state funding for local and regional initiatives related to reducing the number of homeless persons and those at risk of homelessness in our community. Page 15 Support legislation that would provide state funding to assist local non-profits in providing adequate and coordinated mental health services throughout Denton County. Support legislation that would provide funding for Early Childhood Programs, including full-day service pre-kindergarten programs. Support legislation that directly benefits UNT and/or TWU, if such proposals do not adversely affect the Citys interest. Support legislation that directly benefits Denton ISD, if such proposals do not adversely affect the Cityrest. Oppose legislation that would further reduce funding to Denton ISD, if such proposals do not adversely affect the Cityrest. Page 16