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2019-06-25 Agenda with Backup
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WX5FB5EF"0K5T"XS"4FW5XW"0K5T"0XeW0K\["9XDH";F;;KXW"DXXG"K;" 00F;;KV\[F"KW" 00XD4 W0F"9K5E"5EF" GFDK0 W;"9K5E"4K; VK\[K5KF;" 05C""5EF"0K5T"9K\[\["UDXdK4F" ;KZW"\[ WZe ZF"KW5FDUDF5FD;"SXD"5EF"EF DKWZ"KGU KDF4"KS"DFieF;5F4" 5"\[F ;5"`^" EXeD;"KW" 4d W0F"XS"5EF";0EF4e\[F4"GFF5KWZC""U\[F ;F"0 \[\["5EF"0K5T" ;F0DF5 DTh;"XSSK0F" 5"M`AP^M?A"XD"e;F"5F\[F0XGGeWK0 5KXW;"4FdK0F;"SXD"5EF" 4F S"L544N"VT"0 \[\[KWZ"@P^??PDF\[ TP5c";X"5E 5" ";KZW"\[ WZe ZF"KW5FDUDF5FD"0 W" VF";0EF4e\[F4"5EDXeZE"5EF"0K5T";F0DF5 DTj;"XSSK0FC '+,$ #-).$)/012013*4 ' (#)7) City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1261,Version:1 AGENDA CAPTION Receive a report and hold a discussion regarding innovative technology currently being applied in the traffic signal and street maintenance operations within the City of Denton. City of DentonPage 1 of 1Printed on 6/21/2019 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1379,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding a policy for the use of city facilities during inclement weather. City of DentonPage 1 of 1Printed on 6/20/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Public Affairs and Parks & Recreation Department CM/ DCM/ ACM: Sara Hensley, Assistant City Manager DATE: June 25, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction regarding a policy for the use of city facilities during inclement weather. BACKGROUND In November 2018, to facilitate communication, City staff collaborated with its non-profit partners to develop an inclement weather plan that includes a listing of various facilities and services available in the city during inclement weather. The current plan is attached as Exhibit 2. On May 21, 2019, Parks and Recreation Department (PARD) staff presented to City Council during a work session regarding requests from organizations for the use of the Denton Civic Center during inclement weather and requests for the waiver of associated fees. Staff is following up from the May 21 Council work session and is proposing adoption of a comprehensive policy addressing the use of City facilities during inclement weather. DISCUSSION Staff has drafted a policy which 1) formalizes the draft inclement weather plan and makes suggested revisions based upon experience, and 2) sets forth a policy for the use of the Civic Center and Parks facilities for inclement weather. The draft policy is attached as Exhibit 3. Inclement Weather Policy There are two key recommended revisions that are different from the current inclement weather plan and practice. The first recommendation is to remove the Denton Police Department as an inclement weather station. There have been incidents which jeopardize the primary purpose of this facility to be a safe and secure environment for citizens and victims. The Police Department has experienced incidents where individuals staying in the police station lobby have interfered with the area creating an unsafe environment. For example, an individual was being released on bond and saw an individual they knew sleeping in the lobby. A physical altercation almost occurred. A woman with a child came looking for help and felt afraid to enter because of the amount of people sleeping in the lobby. Finally, a couple came to do a baby exchange and left because of the amount of people in the lobby and their varying state of dress and appearance. In all of these instances the people staying or sleeping in the lobby were not there for police service. The Police Department, during all hours of the day, must maintain its integrity as a safe place. There are nearby City facilities that have availability for inclement weather use such as the Denton Civic Center, Central Fire Station, or Emily Fowler Central Library. The second recommendation is to set hours for inclement weather use in the public access areas at Fire Stations from 8 a.m. to 10 p.m. daily. Again, the facilities were not intended and are not serviced to be overnight facilities. The Central Fire Station will remain with normal operating hours for the public from 8 a.m. to 5 p.m. Monday through Friday. There are two emergency shelters in the city that open for inclement weather under the same weather conditions as stated in this draft policy, Monsignor King Outreach Center (MKOC) and Salvation Army. A budget proposal has been brought forward for Council consideration for FY2019/20 which would extend the MKOC shelter from being open 3 nights per week plus inclement weather to 7 nights per week. As stated in the draft policy, City staff will continue to coordinate public outreach and communication efforts when inclement weather has been defined, including services that are available from non-profit partners and other agencies. Communication materials would be revised to reflect the changes. Requests for Civic Center or Parks Facilities PARD buildings and facilities are designated locations for emergency sheltering and inclement weather stations. PARD has received requests to use the Civic Center after hours due to inclement weather. The draft policy includes guidelines for the opening of the Civic Center and any other PARD building after hours for inclement weather reasons. The weather conditions outlined are based on National Weather Service (NWS) advisory criteria. The priority of use is consistent with City Policy 500.06 Use of City Facilities and Meeting Rooms. Applicable fees, permits, and insurance requirements still apply to the opening of PARD buildings for inclement weather reasons. The draft policy does include a provision that allows the City Manager to approve the use under unforeseen weather circumstances with a notice to City Council. The City Council would then have the opportunity to ratify the use. EXHIBITS 1. Agenda Information Sheet 2. Current Inclement Weather Plan 3. Draft Policy Use of City Facilities During Inclement Weather 4. Presentation Respectfully submitted: Sarah Kuechler Director of Public Affairs Gary Packan Director of Parks and Recreation EXHBIT 2 InclementWeatherPlanforHomelessShelterandExpandedServices Denton,TX Whenmeasuresofextremetemperaturesarereachedorwhenothersevereweather conditionstakeplacepublicfacilities,serviceproviderlocations,andemergencysheltersare availableforthoselivingwithoutawarm/cool,dry,andsafeplacetoescapetheweather extremes.Foracurrentweatherserviceslistvisit:https://tinyurl.com/DentonHelps Extremetemperaturewillbedefinedas: Anydaywhenthetemperaturelowisexpectedtofallbelow32degrees,or Anydaywhenthetemperaturehighisexpectedtoexceed100degrees,or AnyCitydeclaredemergencyforWeatherconditionssuchasIce,SevereFlooding,etc. DayTimeΑInclementWeatherWarmingCenters/CoolingStations: CityofDentonPublicFacilities ΑVariousCityfacilitiesareheatedand/orair conditionedwithpublicaccesstorestrooms,waterfountains,andsittingareasduring normaloperatinghours. o Parks&RecreationCenters: AmericanLegionBuilding(940)3498298 629LakeySt.MondayΑFriday10:00a.m.3:00p.m. Thursday6:00p.m.9:00p.m. DentonCivicCenter(940)3497275 321E.McKinneySt.MondayΑFriday8:00a.m.7:00p.m. DentonSeniorCenter(940)3498720 509N.BellAve.MondayΑFriday8:00a.m.9:00p.m. Saturday9:00a.m.1:00p.m. DeniaRecCenter(940)3498285 1001ParvinSt.MondayΑWednesday7:00a.m.9:00p.m. ThursdayΑFriday7:00a.m.8:00p.m. Saturday9:30a.m.6:00p.m. MLKJr.RecCenter(940)3498575 1300WilsonSt.MondayΑFriday9:00a.m.9:00p.m. Saturday9:00a.m.6:30p.m. NorthLakesRecCenter(940)3498287 2001W.WindsorDr.MondayΑThursday5:00a.m.10:00p.m. Friday5:00a.m.9:30p.m. Saturday7:00a.m.4:00p.m. Hoursandservicesaresubjecttochange,pleasecheckwiththelocation/agencytoconfirm. Foracurrentweatherserviceslistvisit:https://tinyurl.com/DentonHelps EXHBIT 2 InclementWeatherPlanforHomelessShelterandExpandedServicesDenton,TX DayTimeΑInclementWeatherWarmingCenters/CoolingStations(cont.): o PublicLibraries: EmilyFowlerCentralLibrary(940)3498796 502OaklandSt.Mon,Wed,Fri,Sat9:00a.m.6:00p.m. Tuesday,Thursday9:00a.m.9:00p.m. Sunday1:00p.m.5:00p.m. NorthBranchLibrary(940)3498761 3020N.LocustSt.MondayΑWednesday9:00a.m.9:00p.m. ThursdayΑSaturday9:00a.m.6:00p.m. Sunday1:00p.m.5:00p.m. SouthBranchLibrary(940)3498761 3228TeasleyLn.Monday12:00p.m.9:00p.m. Wednesday9:00a.m.9:00p.m. Tues,Thurs,Fri,Sat9:00a.m.6:00p.m. Sunday1:00p.m.5:00p.m. o FireStations:Publicaccesstorestrooms,waterfountains,andsittingarea. Station1:CentralFireStation 332E.HickorySt.MondayΑFriday8:00a.m.5:00p.m. Firestationsthathave24hourpublicaccess: Station2:110MockingbirdLn Station4:2110E.ShermanDr. Station5:2230W.WindsorDr. Station6:3232TeasleyLn. Station7:4201VintagePkwy. o PoliceStation:24hourpublicaccesstorestrooms,waterfountains,andsittingarea Station:601E.HickorySt. CommunityServiceProviders:WarmingCenter,CoolingCenterandWaterStation OurDailyBread(940)3825604 300W.OakSt.Ste.100MondayΑSaturday10:00a.m.1:30p.m. MondayEvening5:30p.m.6:30p.m. SalvationArmyDenton(940)5663800 1508E.McKinneySt.MondayΑFriday9:00a.m.4:00p.m. ShelterOvernight5:00p.m.9:00a.m. 2 Hoursandservicesaresubjecttochange,pleasecheckwiththelocation/agencytoconfirm. Foracurrentweatherserviceslistvisit:https://tinyurl.com/DentonHelps EXHBIT 2 InclementWeatherPlanforHomelessShelterandExpandedServicesDenton,TX ShelterOvernight: MonsignorKingOutreachCenter(MKOC)(940)3911919 300S.WoodrowLnEveryMon,Tue,&Wen6:30p.m.8:00a.m. InclementWeatherDay6:30p.m.8:00a.m. Call(940)3911919toconfirminclementweatheropening SalvationArmyDenton:(940)5663800 1508E.McKinneySt.SundaySaturday(Daily)5:00p.m.7:00a.m. InclementWeather5:00p.m.9:00a.m. Call(940)5663800toconfirminclementweatheropening MealsServed: OurDailyBread(940)3825604 300W.OakSt.Ste.100MonΑSat(Breakfast)10:00a.m.10:30a.m. MonΑFri(Lunch)11:00a.m.1:30p.m. Sat(Lunch)11:00a.m.12:45p.m. Monday(Dinner)5:30p.m.6:30p.m. SalvationArmyDenton:CommunityDinner(940)5663800 1508E.McKinneySt.MondaySunday(Daily)6:30p.m.7:00p.m. . FindHelp!Call211orvisit:https://rarebriefnonrecurring.org/experiencinghomelessness/ 5hbWAITFORSEVEREWEATHERTOSTARTHELPING! Outreachprovidersneedwintergeartheycanpassoutnow,sofolksoutsidearereadyforthe cold,andtohaveinreserveduringanemergency.Havingtherightgearstagedintheright placesbeforeacrisiswillhelpƦƩƚǝźķĻƩƭbetterfocusondirectservicesandlifesavingeffortsin themoment.Neededitemsinclude warmsocks,waterproofglovesormittens,waterproof wintercoats,lightweightblankets,fleecehats,tarps,handwarmers,andrainponchos. Emaildchcinfo@gmail.comtolearnmoreabouthowtovolunteeranddonate. 3 Hoursandservicesaresubjecttochange,pleasecheckwiththelocation/agencytoconfirm. Foracurrentweatherserviceslistvisit:https://tinyurl.com/DentonHelps EXHBIT 2 Recursos durante Clima Inclemente \[ğƭ ĭƚƓķźĭźƚƓĻƭ ĭƌźƒġƷźĭğƭ ƭĻ ĭƚƓƭźķĻƩğƓ źƓĭƌĻƒĻƓƷĻƭ ĭǒğƓķƚ ƭĻ ĻƭƦĻƩğ ƨǒĻ ƌğ ƷĻƒƦĻƩğƷǒƩğ ĬğƆğ ķĻĬğƆƚ ķĻ ЌЋ ŭƩğķƚƭ ƚ ƌğ ƷĻƒƦĻƩğƷǒƩğ ƭǒƦĻƩĻ ƌƚƭ ЊЉЉ ŭƩğķƚƭͲ Ǥ ĭǒğƓķƚ ƌğ /źǒķğķ ķĻĭƌğƩĻ ǒƓğ ĻƒĻƩŭĻƓĭźğ ƦƚƩ ĭƚƓķźĭźƚƓĻƭ ĭƌźƒġƷźĭğƭ ĭƚƒƚ ŷźĻƌƚͲ źƓǒƓķğĭźƚƓĻƭ ƭĻǝĻƩğƭͲ ĻƷĭ͵ Centros de Calentamiento de Da / Estaciones Para Refrescarse LƓƭƷğƌğĭźƚƓĻƭ tǔĬƌźĭğƭ ķĻ ƌğ /źǒķğķ ķĻ 5ĻƓƷƚƓ ĭƚƓ ĭğƌĻŅğĭĭźƜƓͲ ğźƩĻ ğĭƚƓķźĭźƚƓğķƚͲ ĬğƖƚƭ ƦǔĬƌźĭƚƭͲ ŅǒĻƓƷĻƭ ķĻ ğŭǒğ Ǥ ġƩĻğƭ ķĻ ķĻƭĭğƓƭƚʹ Centros de Parques y Biblioteca Pblica s: Recreacin Proveedores de Servicios Comunitarios con calefaccin, aire acondicionado, y estaciones de agua: Estaciones de Bomberos: Estaciones de Bomberos con Acceso 24 horas: Oficinas de P olica: Refugio por La Noche: \[ƌğƒĻ ğƌ ΛВЍЉΜ ЎЏЏΏЌБЉЉ ƦğƩğ ĭƚƓŅźƩƒğƩ ƌğ ğƦĻƩƷǒƩğ ķĻƌ ĭƌźƒğ źƓĭƌĻƒĻƓƷĻ \[ƌğƒĻ ğƌ ΛВЍЉΜ ЌВЊΏЊВЊВ ƦğƩğ ĭƚƓŅźƩƒğƩ ƌğ ğƦĻƩƷǒƩğ ķĻƌ ĭƌźƒğ źƓĭƌĻƒĻƓƷĻ͵ Por favor llame a todas las instalaciones para confirmar horarios y servicios durante el clima inclemente. Page 1 of 6 CITY OF DENTON POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE REFERENCE NUMBER: SECTION: GENERAL POLICIES/PROCEDURES/DIRECTIVES 500.07 INITIAL EFFECTIVE DATE: SUBJECT: USE OF CITY FACILITIES FOR INCLEMENT WEATHER LAST REVISION DATE: TITLE: USE OF CITY FACILITIES FOR INCLEMENT WEATHER POLICY STATEMENT Certain City of Denton (City) facilities are made available for public use when measures of extreme temperatures are reached or when other severe weather conditions take place. The purpose of this policy is to outline the circumstances under which certain City facilities will be made available and general guidelines. Furthermore, it is the intent of this policy to outline restrictions and priorities at each of the facilities listed herein based on the individual facility’s purpose. DEFINITIONS Inclement Weather – Inclement Weather can generally be defined as abnormal weather conditions with extreme temperatures or extreme weather conditions. For the purposes of this policy, Inclement Weather will be defined as any day when one or more of the following conditions is met: 1) the temperature low is expected to fall below 32 degrees, 2) when the temperature high is expected to exceed 100 degrees, or 3) the City has declared an emergency for weather conditions such as snow/ice, hail, severe flooding, etc. Inclement Weather Stations - Various City facilities are designated as inclement weather stations and are heated and/or air-conditioned with public access to restrooms, water fountains, and sitting area. The City facilities designated for inclement weather stations are guided by the conditions set forth in the sections of this policy and include: American Legion Hall (629 Lakey St.) Denton Civic Center (321 E. McKinney St.) Denton Senior Center (509 N. Bell Ave.) Denia Recreation Center (1001 Parvin St.) MLK Jr. Recreation Center (1300 Wilson St.) North Lakes Recreation Center (2001 W. Windsor Dr.) Emily Fowler Central Library (502 Oakland St.) North Branch Library (3020 N. Locust St.) South Branch Library (3228 Teasley Ln.) Central Fire Station (332 E. Hickory St.) Fire Station #2 (110 Mockingbird Ln.) Fire Station #4 (2110 E. Sherman Dr.) 6/18/2019 Page 2 of 6 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued) REFERENCE NUMBER: TITLE: USE OF CITY FACILITIES AND MEETING ROOMS 500.07 Fire Station #5 (2230 W. Windsor Dr.) Fire Station #6 (3232 Teasley Ln.) Fire Station #7 (4201 Vintage Pkwy.) Non-profit – An organization with a 501(c)(3) tax status specifically formed for purposes other than operating a profit-seeking business. GUIDELINES 1.General Guidelines for Inclement Weather Stations: 1.1.Designation of Inclement Weather 1.When weather conditions fall within the Inclement Weather definition, designated City facilities can be opened as warming/cooling stations. The designated City facilities are heated and/or air-conditioned with public access to restrooms, water fountains, and sitting areas during normal operations. 1.2.Public Outreach and Notification 1.When the conditions for Inclement Weather are met, City staff will communicate to residents, public, and social service agencies that the designated facilities are available as Inclement Weather Stations through its various communications channels such as website, social media, or media alerts. 2.City staff will create posters and flyers to help inform the community of services available during inclement weather. 3.City staff will help to communicate other non-City facilities and services available for those in need during inclement weather, such as emergency overnight shelter available from non-profit agencies, transportation, or other non-City facilities that are open for public use during inclement weather. 4.City staff will help to communicate ways in which interested community members can volunteer or donate to non-profits that provide facilities and services during inclement weather. 1.3.General Rules of Conduct 1.All persons utilizing City facilities during inclement weather must follow specific facility/program posted policies and procedures. 2.In addition to specific facility/program posted policies and procedures, any person in a City facility should adhere to the following rules or the person may be asked to leave the premises: a.Commits or attempts to commit any activity that would constitute a violation of any federal, state, or local criminal statute or ordinance. b.Is under the influence of any controlled substance or intoxicating liquor. c.Possesses, sells, distributes or consumes any alcoholic beverage, except as allowed at an approved event where the person is legally authorized to sell, distribute, or consume alcoholic beverages. 6/18/19 Page 3 of 6 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued) REFERENCE NUMBER: TITLE: USE OF CITY FACILITIES AND MEETING ROOMS 500.07 d.Engages in conduct that disrupts or interferes with the normal operation of the facility/program or that disturbs City staff or individuals. Such conduct includes, but is not limited to, disregard of staff directives, abusive or threatening language or gestures, unreasonably loud or boisterous physical behavior or noise. e.Intentionally destroys, damages, or defaces any City or other individual’s property. f.Brings in articles that create a hazard for other individuals by their size, condition or substance. g.Interferes with the free passage of City staff or other individuals into or out of any part of the facility. h.Brings animals inside of the facility other than those assisting persons with disabilities. i.Fails to wear shoes or shirts at all times inside of the facility. 2.Parks Facilities 2.1.Overview: Park and Recreational buildings and facilities are designated locations for emergency sheltering and inclement weather stations. The activation and use of park buildings and facilities for this purpose will follow the implemented policies and guidelines established for each. 2.2.Priorities and Conflicts: Park staff is responsible for providing a safe, clean, and comfortable environment for all park users. To that end, staff will evaluate activities and programs in progress for conflicts with the activation of an emergency shelter and inclement weather use. 1.Conflicts can include, but are not limited to, incompatible use with special events or separation between minors in recreational care with adult users. It may be necessary to designate a staging area for emergency shelter and inclement weather users that does not interfere with or pose a safety issue to ongoing programs or activities. Temporary relocation of shelter and inclement weather activities will also be considered until conflicts are resolved and a safe environment can be established for all users. 2.Additionally, staff will review any scheduled programs, events, or activities that may conflict with the activation of a shelter or inclement weather use. Program and event organizers and/or renters will be notified as soon as possible of any potential conflicts in use. Similar actions will be evaluated such as establishing designated areas or temporary relocation to resolve any potential issues. 2.3.Rules of Conduct: All park users are subject to the Rules of Conduct for park buildings, facilities, and open spaces. 2.4.Inclement Weather Station Locations and Hours: The following Parks Facilities are designated as warming and cooling stations and will be made available to the public during regular operating hours during Inclement Weather: American Legion Hall (629 Lakey St.) Denton Civic Center (321 E. McKinney St.) Denton Senior Center (509 N. Bell Ave.) 6/18/19 Page 4 of 6 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued) REFERENCE NUMBER: TITLE: USE OF CITY FACILITIES AND MEETING ROOMS 500.07 Denia Recreation Center (1001 Parvin St.) MLK Jr. Recreation Center (1300 Wilson St.) North Lakes Recreation Center (2001 W. Windsor Dr.) 2.5.Emergency Shelter and Mass Care Under the City’s Emergency Management Plan: Emergencies are unforeseen circumstances that call for immediate action to save lives and to protect property and public health and safety. Emergency shelters will be set-up and operated in accordance with Annex C Shelter and Mass Care of the City’s Emergency Management Plan. 2.6.Other Requests: Inclement weather may also result in a need for the use of indoor facilities after operational hours. The use of Parks and Recreation Department (PARD) facilities for overnight sheltering is only permitted under conditions set by Annex C Shelter and Mass Care of the City’s Emergency Management Plan. Other requests for use of PARD facilities related to inclement weather are subject to the following: 1.Per this policy, all after-hour use of PARD facilities are subject to rental fees and requirements. 2.Requester must be a social service provider who is certified non-profit organization offering or delivering a service that is a recognized need or adopted program by the City. 3.A minimum of 48-hour notice is required to request the use of a PARD facility after hours due to inclement weather. In most cases, weather forecasting will provide advanced warning of impending weather conditions. Unforeseen weather conditions will be reviewed on a case-by-case basis. 4.In cases of unforeseen weather conditions, the City Manager or his/her designee can authorize the waiver of fees for the use of a PARD facility. Notice of the use will be provided to City Council and use may be considered for ratification. 5.Availability for inclement weather-related use will be considered under the following conditions: a.Temperatures, actual or wind chill, fall below 32 degrees. b.Daytime heat index expected to meet or exceed 105 degrees or daytime air temperature exceeds 103 degrees (National Weather Service Heat Advisory) c.Storm conditions that include hail d.Any amount of freezing rain, or when 2 to 4 inches of snow (alone or in combination with sleet and freezing rain) is present (National Weather Service Winter Weather Advisory) 6.A review of programs, activities, and special events will be performed by PARD staff to identify and evaluate potential conflicts of the requested use with on-going and/or scheduled events. Staff will provide direction and recommendations with the primary goal of ensuring a safe environment for all users. 7.City Policy 500.06 Use of City Facilities and Meeting Rooms Section 6.2 Priority will be used as a guide in recommending and providing accommodations. a.Parks Department programs and staff; b.Community building rentals; 6/18/19 Page 5 of 6 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued) REFERENCE NUMBER: TITLE: USE OF CITY FACILITIES AND MEETING ROOMS 500.07 c.City sponsored or co-sponsored activities; d.City Boards and Commission meetings; e.Meetings of City staff; f.Uses requested by agencies or officials of local, county, state, or federal governments; g.Not-for-profit and civic organizations; and h.Other users with valid reservations. 8.Security and minimum staffing will be required. The level of security and staffing will be determined by the nature of the event and/or activity. 9.All proposed activities are subject to applicable policies and legal requirements such as but not limited to insurance and permits. 3.Library Facilities 3.1.Overview:Denton PublicLibrary facilities are designated locations for inclement weather stations. 3.2.Priorities and Conflicts: Library staff is responsible for providing a safe, clean, and comfortable environment for all library users. To that end, staff will evaluate activities and programs in progress for conflicts with the activation of inclement weather use. 1.Conflicts can include, but are not limited to, incompatible use with special events or separation between minors in library programs with adult users. It may be necessary to designate a staging area for inclement weather users that does not interfere with or pose a safety issue to ongoing programs or activities. Temporary relocation of inclement weather activities will also be considered until conflicts are resolved and a safe environment can be established for all users. 2.Additionally, staff will review any scheduled programs, events, or activities that may conflict with the activation of inclement weather use. Program and event organizers will be notified as soon as possible of any potential conflicts in use. Similar actions will be evaluated such as establishing designated areas or temporary relocation to resolve any potential issues. 3.3.Rules of Conduct: All library users are subject to the Rules of Conduct for library facilities. 3.4.Inclement Weather Station Locations and Hours: The following Library facilities are designated inclement weather stations and will be made available to the public during normal operating hours. Emily Fowler Central Library (502 Oakland St.), normal operating hours North Branch Library (3020 N. Locust St.), normal operating hours South Branch Library (3228 Teasley Ln.), normal operating hours 4.Fire Stations 4.1.Overview:The public access areas ofFire Station facilities are designated locations for inclement weather stations. 4.2.Priorities and Conflicts: TheFire Department is responsible for providing a safe, clean environment for Fire personnel at each station. In the event that the activation of a Fire 6/18/19 Page 6 of 6 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued) REFERENCE NUMBER: TITLE: USE OF CITY FACILITIES AND MEETING ROOMS 500.07 Department facility for inclement weather use conflicts with the normal operation of the Fire Department, it may be necessary to relocate the inclement weather activities until conflicts are resolved and a safe environment can be established for all. For example, some Fire stations have limited public access space available and if necessary, individuals may need to be relocated if the space is full, if there are conflicts, or violations of rules of conduct. 4.3.Rules of Conduct: All visitors are subject to the Rules of Conduct for Fire Station visitors. 4.4.Inclement Weather Station Locations and Hours: The following Fire Station facilities are designated inclement weather stations and will be made available to the public in the designated days and times set forth below in only the public access area of each facility. Central Fire Station (332 E. Hickory St.), Monday-Friday, 8 a.m. to 5 p.m. Fire Station #2 (110 Mockingbird Ln.), Monday-Sunday, 8 a.m. to 9 p.m. Fire Station #4 (2110 E. Sherman Dr.), Monday-Sunday, 8 a.m. to 9 p.m. Fire Station #5 (2230 W. Windsor Dr.), Monday-Sunday, 8 a.m. to 9 p.m. Fire Station #6 (3232 Teasley Ln.), Monday-Sunday, 8 a.m. to 9 p.m. Fire Station #7 (4201 Vintage Pkwy.), Monday-Sunday, 8 a.m. to 9 p.m. 6/18/19 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1396,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give direction regarding departmental presentations in preparation for the FY 2019-20 Proposed Budget, Capital Improvement Program, and Five Year Financial Forecast. City of DentonPage 1 of 1Printed on 6/21/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Finance CFO: Antonio Puente, Jr. DATE: June 25, 2019 SUBJECT Receive a report, hold a discussion, and give direction regarding departmental presentations in preparation for the FY 2019-20 Proposed Budget, Capital Improvement Program, and Five Year Financial Forecast. BACKGROUND The purpose of this work session and additional work sessions during the months of June, July and August is to have each City Department give a brief presentation to City Council. Each presentation will cover the prior year accomplishments, future goals, budget emphasis, cost containment strategies, process improvements, functional areas, major responsibilities, performance measures, and the proposed FY 2019- 20 Budget. The planned presentations for this meeting are from Facilities, Fleet, Library, Tech Services and Public Safety Communications. The City Manager’s proposed budget is scheduled to be presented to City Council on August 1, 2019. The department presentations are attached to this item. EXHIBITS 1.Agenda Information Sheet 2.PowerPoint Presentation – Facilities 3.PowerPoint Presentation – Fleet 4.PowerPoint Presentation – Library 5.PowerPoint Presentation – Tech Services 6.PowerPoint Presentation – Public Safety Communications Respectfully submitted: David Gaines 940-349-8260 Director of Finance Prepared by: Nick Vincent 940-349-8063 Budget Manager City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1382,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,authorizing theapprovalofasixthamendmenttoaProfessionalServicesAgreementbetweentheCityofDentonand TeagueNallandPerkins,Inc,amendingthecontractapprovedbyCityCouncilonMarch21,2017,inthenot-to -exceedamountof$118,000,amendedbyAmendments1-5approvedbyPurchasingStaff,theCityManager andCityCouncil;saidsixthamendmenttoprovideArchitectorEngineeringservicesrelatingtotheMagnolia DrainagePhaseIIproject;providingfortheexpenditureoffundstherefor;andprovidinganeffectivedate(File 6405-providingforanadditionalsixthamendmentexpenditureamountnot-to-exceed$88,055,withthetotal contract amount not-to-exceed $385,505). City of DentonPage 1 of 1Printed on 6/21/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: June 25, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a sixth amendment to a Professional Services Agreement between the City of Denton and Teague Nall and Perkins, Inc, amending the contract approved by City Council on March 21, 2017, in the not-to-exceed amount of $118,000, amended by Amendments 1-5 approved by Purchasing Staff, the City Manager and City Council; said sixth amendment to provide Architect or Engineering services relating to the Magnolia Drainage Phase II project; providing for the expenditure of funds therefor; and providing an effective date (File 6405 providing for an additional sixth amendment expenditure amount not-to-exceed $88,055, with the total contract amount not-to-exceed $385,505). INFORMATION/BACKGROUND The Magnolia Drainage project was conceived in order to improve storm water drainage conditions and prevent flooding on Hinkle Drive and in the adjacent neighborhoods between West Windsor Drive to the north and University Drive to the south. Phase I of the project consisted of design and construction of a storm water detention basin north of West Windsor Drive between Windsor and North Elm Street. Phase II of the project consists of the design of storm drain improvements to address flooding in portions of the Headlee Addition. Teague Nall and Perkins, Inc. was selected to perform the Phase II design. On March 21, 2017, City Council approved an agreement with Teague Nall and Perkins, Inc. for Magnolia Drainage Phase II, in the amount of $118,000. Amendment No. 1 to the Professional Services Agreement increased the scope of the project to include surveying and engineering necessary to provide construction plans for the reconstruction of Hinkle Drive from University Drive to Windsor Drive and reconstruction of Windsor Drive from 200 feet west of Hinkle Drive to US 377. Amendment No. 1 also included the design of the replacement of approximately 870 feet of sanitary sewer line in Windsor Drive not originally anticipated to be necessary as part of the original scope of the project. The amount of Amendment No. 1 was $90,000 bringing the total amount of the contract to $208,000. Amendment No. 2 increased the scope of the project to include surveying and engineering necessary for the water meter and water service relocation, sanitary sewer relocation, channel improvements, water line lowering and creation of easement documents. The amount of Amendment No. 2 was $21,300 bringing the total amount of the contract to $229,300. Amendment No. 3 increased the scope to replace the concrete-lined channel with an underground storm drain. The underground storm drain will be bid as the Base Bid, and the concrete channel will be bid as an Alternate. The amount of Amendment No. 3 was $46,500 bringing the total amount of the contract to $275,800. Amendment No. 4 increased the scope to replace a sanitary sewer main line by cross-connecting sewer laterals into an alternate main; to accommodate a new development along the west side of Hinkle. This includes coordination with the designer of that development with changes to water, sewer and storm drain; and revisions to reflect changes in the driveway approach and sidewalks at North Lakes Park, including additional topo verification of existing conditions. The amount of Amendment No. 4 was $15,000 bringing the total amount of the contract to $290,800. Amendment No. 5 increased the scope to prepare four temporary construction easements (TCE) by establishing boundary lines in the field and preparing the TCE exhibits. The amount of Amendment No. 5 was $6,650 bringing the total amount of the contract to $297,450. Amendment No. 6 proposes survey and design services for a roundabout at the intersection of Hinkle and Mimosa, a traffic calming circle at a to be determined intersection, sidewalk, driveway and wastewater manhole relocations, and additional construction phase services. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On March 21, 2017, City Council approved a contract with Teague Nall and Perkins, Inc., in the not-to- exceed amount of $118,000 (Ordinance 2017-098). On June 5, 2018, City Council approved Amendment No. 2 with Teague Nall and Perkins, Inc., in the not-to-exceed amount of $21,300 (Ordinance 18-1887). On June 24, 2019, this item will be presented to the Public Utilities Board for recommendation to the City Council for consideration. RECOMMENDATION Award Amendment No. 6 with Teague Nall and Perkins, Inc., for additional survey and design services for the Magnolia Drainage Phase II project, in the not-to-exceed amount of $88,055, for a total amended contract amount of $385,505. PRINCIPAL PLACE OF BUSINESS Teague Nall and Perkins, Inc. Denton, TX ESTIMATED SCHEDULE OF PROJECT : o Preliminary plans within three weeks o Final plans within three weeks within two weeks will proceed with construction FISCAL INFORMATION Account Numbers Amount Funding Source Unencumbered 350425467 $86,055 Streets: Hinkle Drive $357,675.48 640395541 $2,000 Wastewater $18,537.96 EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Original Contract, Original Ordinance and Amendments Exhibit 3: Ordinance and Amendment Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Michael Smith at 940-349-7656. Legal point of contact: Mack Reinwand at 940-349-8333. DocuSign Envelope ID: E9D12650-7244-4D7F-B09F-FECDD5057C9D 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: E9D12650-7244-4D7F-B09F-FECDD5057C9D SIXTH AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND TEAGUE NALL AND PERKINS, INC. PSA 6405 THE STATE OF TEXAS § COUNTY OF DENTON § THIS SIXTH AMENDMENT TO CONTRACT 6405 (by and between the City of Denton, and Teague Nall and Perkins, Inc. Consultant); to that certain Contract executed on March 21, 2017, in the original not-to- exceed amount of $118,000 September 12, 2017 in the additional amount of $90,000 aggregating a not-to-exceed amount of $208,000 (the June 6, 2018 in the additional amount of $21,300 aggregating a not-to- June 19, 2018 in the additional amount of $46,500 aggregating a not-to-exceed amount of $275,800 October 4, 2018 in the additional amount of $15,000 aggregating a not-to-exceed amount of $290,800 ; amended on January 3, 2019 in the additional amount of $6,650 aggregating a not-to- exceed amount (collectively, the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and the Fifth Amendment to the design of the Magnolia Drainage Phase II Project; WHEREAS, the City deems it necessary to further expand the services provided by Consultant to the City pursuant to the terms of the Agreement, and to provide an additional not-to-exceed amount of $88,055 with this Amendment for an aggregate not-to-exceed of $385,505. FURTHERMORE, the City deems it necessary to further expand the goods/services provided by Consultant to the City; NOW THEREFORE, the City and Consultant (hereafter collectively referred to as the good and valuable considerations, do hereby AGREE to the following Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. hereto and incorporated herein for all purposes, for professional services related to the Magnolia Drainage Phase II, are hereby authorized to be performed by Consultant. For and in consideration of the additional services to be performed by Consultant, the Owner agrees to pay, based on the cost estimate detail attached as 6405 PSA Amendment #6 Page 1 of 2 DocuSign Envelope ID: E9D12650-7244-4D7F-B09F-FECDD5057C9D Areimbursement for non-labor expenses an amount not to exceed $88,055. 2. This Amendment modifies the Agreement amount to provide an additional $88,055 for the additional services with a revised aggregate not to exceed total of $385,505. The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. IN WITNESS WHEREOF, the City and the Consultant, have each executed this Amendment electronically, by and through their respective duly authorized representatives and officers on this date _________________________. CITY OF DENTON, TEXAS A Texas Municipal Corporation By: __________________________________ TODD HILEMAN, CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY By: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY By: ___________________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED CONSULTANT as to financial and operational obligations and business terms. TEAGUE NALL AND PERKINS, INC. _______________ ________________ SIGNATURE PRINTED NAME By: _________________________________ AUTHORIZED SIGNATURE, TITLE __________________________________ TITLE __________________________________ DEPARTMENT 6405 PSA Amendment #6 Page 2 of 2 DocuSign Envelope ID: E9D12650-7244-4D7F-B09F-FECDD5057C9D ExhibitA DocuSign Envelope ID: E9D12650-7244-4D7F-B09F-FECDD5057C9D DocuSign Envelope ID: E9D12650-7244-4D7F-B09F-FECDD5057C9D DocuSign Envelope ID: E9D12650-7244-4D7F-B09F-FECDD5057C9D Certificate Of Completion Envelope Id: E9D1265072444D7FB09FFECDD5057C9DStatus: Sent Subject: Please DocuSign: City Council Contract 6405 Magnolia Drainage Amendment 6 Source Envelope: Document Pages: 7Signatures: 3Envelope Originator: Certificate Pages: 6Initials: 1Jamie Cogdell AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-06:00) Central Time (US & Canada)Jamie.Cogdell@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Jamie CogdellLocation: DocuSign 5/31/2019 12:27:04 PM Jamie.Cogdell@cityofdenton.com Signer EventsSignatureTimestamp Jamie CogdellSent: 5/31/2019 12:27:38 PM Completed jamie.cogdell@cityofdenton.comViewed: 5/31/2019 12:27:52 PM Senior BuyerSigned: 5/31/2019 12:28:25 PM Using IP Address: 129.120.6.150 City Of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori HewellSent: 5/31/2019 12:28:26 PM lori.hewell@cityofdenton.comViewed: 5/31/2019 12:35:10 PM Purchasing ManagerSigned: 5/31/2019 12:35:24 PM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 129.120.6.150 (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 5/31/2019 12:35:26 PM mack.reinwand@cityofdenton.comViewed: 5/31/2019 12:40:16 PM City of DentonSigned: 5/31/2019 12:41:31 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Gary L VickerySent: 5/31/2019 12:41:33 PM gvickery@tnpinc.comViewed: 5/31/2019 1:51:45 PM PrincipalSigned: 5/31/2019 1:52:15 PM Teague Nall and Perkins, Inc. Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 137.27.172.226 (None) Electronic Record and Signature Disclosure: Accepted: 5/31/2019 1:51:45 PM ID: 13cdd1ed-8aec-458f-a04f-9d185e975c7b Signer EventsSignatureTimestamp Todd EstesSent: 5/31/2019 1:52:17 PM todd.estes@cityofdenton.comViewed: 5/31/2019 2:38:09 PM City EngineerSigned: 5/31/2019 2:39:29 PM Capital Projects Signature Adoption: Drawn on Device Security Level: Email, Account Authentication Using IP Address: 47.190.47.120 (None) Signed using mobile Electronic Record and Signature Disclosure: Accepted: 5/31/2019 2:38:09 PM ID: 4017a24e-8c17-40d4-bd57-9d36f284e5c1 Tabitha MillsopSent: 5/31/2019 2:39:31 PM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Tabitha MillsopSent: 5/31/2019 12:28:26 PM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri ThurmanSent: 5/31/2019 12:28:26 PM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy EventsStatusTimestamp Annie BungerSent: 5/31/2019 1:52:17 PM annie.bunger@cityofdenton.com Administrative Assistant IV City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Michael Smith michael.smith@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness EventsSignatureTimestamp Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted5/31/2019 2:39:31 PM Payment EventsStatusTimestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1384,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,authorizing theCityManagertoexecuteacontractwithBigCityCrushedConcrete,L.L.C.,forConcreteCrushing ServicesfortheCityofDentonSolidWasteLandfillDepartment;providingfortheexpenditureoffunds therefor;andprovidinganeffectivedate(IFB7054-awardedtoBigCityCrushedConcrete,L.L.C.,inthe three (3) year not-to-exceed amount of $900,000). City of DentonPage 1 of 1Printed on 6/21/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: June 25, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Big City Crushed Concrete, L.L.C., for Concrete Crushing Services for the City of Denton Solid Waste Landfill Department; providing for the expenditure of funds therefor; and providing an effective date (IFB 7054 - awarded to Big City Crushed Concrete, L.L.C., in the three (3) year not-to-exceed amount of $900,000). IFB INFORMATION /BACKGROUND The City of Denton Landfill has approximately 80,000 tons of concrete sitting onsite that was left over from a failed concrete recycling program. The unprocessed concrete stockpile area will be crushed into a material that will be used by the landfill for building internal roads and wet weather tipping pads. The concrete will be processed into 4- This finished product will allow the landfill to reduce costs associated with purchasing aggregate materials from outside vendors. It is anticipated that 80,000 tons will be processed within the three (3) year contract period. Payments to Big City Crushed Concrete will be based on the processed material scale weight. Invitation for Bids was sent to 211 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Three (3) bids were received (Exhibit 2). The lowest bid was received by Big City Crushed Concrete, L.L.C. Big City Crushed Concrete, L.L.C. has been providing this service for the City of Denton for five years and is determined to be the best value for the City of Denton. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On June 24, 2019, this item will be presented to the Public Utilities Board for recommendation to the City Council for consideration. RECOMMENDATION Award a contract with Big City Crushed Concrete, L.L.C., for the supply of Concrete Crushing Services, in a three (3) year not-to-exceed amount of $900,000. PRINCIPAL PLACE OF BUSINESS Big City Crushed Concrete, L.L.C. Dallas, TX ESTIMATED SCHEDULE OF PROJECT This is a three (3) year contract. FISCAL INFORMATION These services will be funded from Solid Waste Landfill operating account 660300.7879 in the amount of $300,000 per year for a not-to-exceed amount of $900,000. Purchase orders will be issued on an as-needed basis. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Bid Tabulation Exhibit 3: LLC Members Exhibit 4: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Brian Boerner, 940-349-8001 Legal point of contact: Mack Reinwand at 940-349-8333. DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND BIG CITY CRUSHED CONCRETE, L.L.C. (CONTRACT 7054) THIS CONTRACT is made and entered into this date ______________________, by and between BIG CITY CRUSHED CONCRETE, L.L.C., a Texas limited liability company, whose address is P.O. Box 29816, Dallas, Texas 75229, 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 Supplier shall provide products and/or services in document IFB 7054 Concrete Crushing Service, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (b) IFB 7054 (on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions C; (d) Insurance Requirements D (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) (Exhibit "F"); (g) Form CIQ Conflict of Interest Questionnaire (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. T to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Suppliers written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Contract # 7054 DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Suppliers written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR THIS AGREEMENT HAS BEEN BY: ______________________________ BOTH REVIEWED AND APPROVED AUTHORIZED SIGNATURE as to financial and operational obligations and business terms. Date: _______________________________ Printed Name: ________________________ _______________ ________________ SIGNATURE PRINTED NAME Title: _______________________________ __________________________________ ___________________________________ TITLE PHONE NUMBER __________________________________ ___________________________________ DEPARTMENT EMAIL ADDRESS ___________________________________ APPROVED AS TO LEGAL FORM: TEXAS ETHICS COMMISSION AARON LEAL, CITY ATTORNEY CERTIFICATE NUMBER BY: __________________________________ CITY OF DENTON, TEXAS ATTEST: ROSA RIOS, CITY SECRETARY BY: ______________________ TODD HILEMAN BY: _________________________________ CITY MANAGER Date: Contract # 7054 DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $900,000. Pricing shall be per Exhibit F attached. 2. Contract Terms The contract term will be three (3) years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. The contract shall commence upon the issuance of a Notice of Award by the City of Denton. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 3. Price Escalation and De-escalation 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 annual list. The price adjustment will be determined annually from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities 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. Contract # 7054 DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 Exhibit C 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. DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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 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 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, es. 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 DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, 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, 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 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 information i 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. DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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 nvoice 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. damag 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 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 ed 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 DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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: 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 under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the Ci 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 onstrued to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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 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 DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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 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 manuf 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. DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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 im 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 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 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 DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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, - 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, in whole or in part, without cause any t 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, DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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 Contrac 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 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. 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 DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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 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. 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. notice of erosion of the aggregate limits below occurrence limits for all applicable co 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 DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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 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 and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the 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-s behalf. Further, Contractor 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) rees that the Confidential Information is the valuable property of the City and/or its licensors and any DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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 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 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 DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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 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 City 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, wor DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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. ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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 ar 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: DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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 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: discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: 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 DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 (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. DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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 DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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 DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 Exhibit D INSURANCE REQUIREMENTS AND 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. 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. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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 DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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. \[X\] Workers Compensation Insurance Contractor shall purchase and maintain Workers Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has 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 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. DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 \[ \] 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 Said coverage may be Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, 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 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. DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 ATTACHMENT 1 \[X\] 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: DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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 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: DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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; 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. Th contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics ays. DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 DocuSign Envelope ID: 08F76BB4-827E-47A9-8C7F-F0212A78F4E9 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? 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 Certificate Of Completion Envelope Id: 08F76BB4827E47A98C7FF0212A78F4E9Status: Sent Subject: Please DocuSign: City Council Contract 7054 Concrete Crushing Source Envelope: Document Pages: 35Signatures: 4Envelope Originator: Certificate Pages: 6Initials: 1Jamie Cogdell AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-06:00) Central Time (US & Canada)Jamie.Cogdell@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Jamie CogdellLocation: DocuSign 5/31/2019 10:43:47 AM Jamie.Cogdell@cityofdenton.com Signer EventsSignatureTimestamp Jamie CogdellSent: 5/31/2019 10:44:35 AM Completed jamie.cogdell@cityofdenton.comViewed: 5/31/2019 10:45:08 AM Senior BuyerSigned: 5/31/2019 10:46:39 AM Using IP Address: 129.120.6.150 City Of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori HewellSent: 5/31/2019 10:46:41 AM lori.hewell@cityofdenton.comViewed: 5/31/2019 11:08:58 AM Purchasing ManagerSigned: 5/31/2019 11:09:06 AM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 129.120.6.150 (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 5/31/2019 11:09:08 AM mack.reinwand@cityofdenton.comViewed: 5/31/2019 11:23:19 AM City of DentonSigned: 5/31/2019 11:23:38 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Josh HylkemaSent: 5/31/2019 11:23:41 AM josh@bccclp.comViewed: 5/31/2019 3:04:16 PM managerSigned: 5/31/2019 3:23:23 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 12.148.143.122 Electronic Record and Signature Disclosure: Accepted: 5/31/2019 3:04:16 PM ID: 7a5b300e-4a4b-4f82-9aef-5af4267c98da Signer EventsSignatureTimestamp Brian BoernerSent: 5/31/2019 3:23:26 PM brian.boerner@cityofdenton.comViewed: 5/31/2019 5:04:11 PM Director of Solid WasteSigned: 5/31/2019 5:05:33 PM Security Level: Email, Account Authentication Signature Adoption: Drawn on Device (None) Using IP Address: 107.77.230.19 Signed using mobile Electronic Record and Signature Disclosure: Accepted: 5/31/2019 5:04:11 PM ID: d09bc3e3-7616-489a-a118-9e7e635ab24c Tabitha MillsopSent: 5/31/2019 5:05:36 PM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Tabitha MillsopSent: 5/31/2019 10:46:41 AM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri ThurmanSent: 5/31/2019 10:46:41 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy EventsStatusTimestamp Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Randall Morris randall.morris@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness EventsSignatureTimestamp Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted5/31/2019 5:05:36 PM Payment EventsStatusTimestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1386,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,authorizing theCityManagertoexecuteapublicworkscontractwithWilsonContractorServices,LLC,forthe constructionoftheAllredandJohnPaineRoadWaterTransmissionMainProjectfortheCityofDenton; providingfortheexpenditureoffundstherefor;andprovidinganeffectivedate(IFB7038-awardedtoWilson Contractor Services, LLC in the not-to-exceed amount of $4,876,225.38). City of DentonPage 1 of 1Printed on 6/21/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: June 25, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a public works contract with Wilson Contractor Services, LLC, for the construction of the Allred and John Paine Road Water Transmission Main Project for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (IFB 7038 - awarded to Wilson Contractor Services, LLC in the not-to-exceed amount of $4,876,225.38). IFB INFORMATION /BACKGROUND The Allred to John Paine Road Transmission Line project will extend approximately 14,000 linear feet of 24-inch to 30-inch water line from the Southwest Pump Station (on John Paine Road) North along Old John Paine and then East along Allred to the 24-inch water line on Bonnie Brae (Exhibit 2); and will include the installation of a flow control valve at the Southwest Pump Station site. Also included with this project is an additional redundant feed to be located near Bonnie Brae and US Hwy 377, which will allow for system operational flexibility if one of the Southwest Pump Station transmission lines is taken out of service. This project was slated for construction in the Capital Improvement Plan, in Fiscal Year 2018; and is important for reliable and adequate water service to the southwest portion of the City by providing redundancy and flexibility to the Southwest Pump Station in response to projected growth in the area. Invitation for Bids was sent to 283 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Nine (9) bids were received with a low bid of $4,876,225.38 and a high bid of $7,221,364 (Exhibit 3). 6,000,000. The low bid was approximately fifteen percent (15 The low bidder for this project, Wilson Contractor Services, LLC, appears to meet all necessary requirements for qualification on this project. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On June 24, 2019, this item will be presented to the Public Utilities Board for recommendation to the City Council for consideration. RECOMMENDATION Award a contract with Wilson Contractor Services, LLC, for the construction of the Allred and John Paine Road Water Transmission Main Project, in the not-to-exceed amount of $4,876,225.38. PRINCIPAL PLACE OF BUSINESS Wilson Contractor Services, LLC Denton, TX ESTIMATED SCHEDULE OF PROJECT Construction to begin Summer of 2019. FISCAL INFORMATION These services will be funded from account 630385517.1365.40100 in the amount of $2,876,225.38 and account 630385523.1365.40100 in the amount of $2,000,000.00, for a total of $4,876,225.38. Requisition #142666 has been entered into the Purchasing software system in the amount of $4,876,225.38. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Project Map Exhibit 3: Bid Tabulation Exhibit 4: Letter of Recommendation Exhibit 5: LLC Members Exhibit 6: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Lee Perry at 940-349-8938. Legal point of contact: Mack Reinwand at 940-349-8333. May 24, 2019 Mr. Lee Perry, P.E. City of Denton Water Department 901-A Texas St. Denton, Texas 76209 Re: Allred and John Paine Road Water Transmission Main Construction Contract Award Invitation for Bid No. 7038 KHA No. 061024021 Dear Lee: As you are aware, bids were received on May 23, 2019 for the construction of the Allred and John Paine Road Water Transmission Main project. Nine contractors submitted bids which are summarized below: Contractor Base Bid + Alternate Bid #1 Wilson Contractor Services, LLC $4,876,225.38 S.J. Louis Construction of Texas, Ltd. $4,950,451.45 McKee Utility Contractors, Inc. $5,047,411.50 Thalle Construction Company $5,140,694.74 Mountain Cascade of Texas, LLC $5,151,911.00 S&J Construction Co., Inc. $5,747,809.22 Utility Contractors of America, Inc. $6,094,377.50 Atkins Bros Equip Co., Inc. $7,215,778.00 Reyes Group Ltd. $7,221,364.00 At the time of bid opening the apparent low bidder was S.J. Louis Construction of Texas. However, upon evaluation of the bid results Wilson Contractor Services is the lowest responsive bidder. Southwest Pump Station, Kimley-Horn recommends including Alternate Bid #1 in this construction contract. References for this bidder were previously verified, and this contractor has successfully worked on projects of similar size and scope in neighboring communities. Based upon our findings, we find their kimley-horn.com 801 Cherry Street, Unit 11, Suite 950, Ft. Worth, TX 76102 817-335-6511 Page 2 work to be acceptable, and support award of this contract to Wilson Contractor Services, LLC for the total bid of $4,876,225.38. Attached please find the bid tabulation for your reference. We appreciate the opportunity to serve the City on this project. Should you have any questions or comments, or would like further information, please do not hesitate to contact us. Very truly yours, KIMLEY-HORN AND ASSOCIATES, INC. Josh Kercho, P.E. JCK/waw Attachment: Bid Tabulation Copy to: Jamie Cogdell City of Denton Frank Pugsley, P.E. City of Denton \\\\FTWFP01\\Data\\Project\\FTW_Utilities\\061024021-Allred-Water-Line\\CCA\\Bidding\\Ltr_Award.doc kimley-horn.com 801 Cherry Street, Unit 11, Suite 950, Ft. Worth, TX 76102 817-335-6511 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 52 43 - 1 Agreement Page 1 of 6 1 SECTION 00 52 43 2 AGREEMENT 3 THIS AGREEMENT, authorized on ______________is made by and between the City of Denton, 4 a Texas home rule municipality, acting by and through its duly authorized City Manager, 5 and Wilson Contractor Services, LLC., authorized to do business in Texas, acting by and through 6 its duly authorized representative, Contractor. 7 City and Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows: 8 Article 1. WORK 9 Contractor shall complete all Work as specified or indicated in the Contract Documents for the 10 Project identified herein. 11 Article 2. PROJECT 12 The project for which the Work under the Contract Documents may be the whole or only a part is 13 generally described as follows: 14 Allred and John Paine Road Water Transmission Main 15 Contract No: 7038 16 Article 3. CONTRACT PRICE 17 City agrees to pay Contractor for performance of the Work in accordance with the Contract 18 Documents an amount, in current funds, of Four million eight hundred seventy-six thousand two 19 hundred twenty five Dollars and 38/100 cents ($4,876,225.38). 20 Article 4. CONTRACT TIME 21 4.1 Final Acceptance. 22 The Work will be complete for Final Acceptance within 300 days after the date when the 23 Contract Time commences to run, as provided in Paragraph 2.03 of the General Conditions, 24 plus any extension thereof allowed in accordance with Article 12 of the General Conditions. 25 4.2 Liquidated Damages 26 Contractor recognizes that time is of the essence for completion of Milestones, if any, and 27 to achieve Final Acceptance of the Work and City will suffer financial loss if the Work is 28 not completed within the time(s) specified in Paragraph 4.1 above. The Contractor also 29 recognizes the delays, expense and difficulties involved in proving in a legal proceeding, 30 the actual loss suffered by the City if the Work is not completed on time. Accordingly, 31 instead of requiring any such proof, Contractor agrees that as liquidated damages for delay 32 (but not as a penalty), Contractor shall pay City One Thousand Five Hundred Dollars 33 ($1,500.00) for each day that expires after the time specified in Paragraph 4.1 for Final 34 Acceptance until the City issues the Final Letter of Acceptance. 35 Article 5. CONTRACT DOCUMENTS 36 5.1 CONTENTS: 37 A. The Contract Documents which comprise the entire agreement between City and 38 Contractor concerning the Work consist of the following: 39 1. This Agreement. 40 2. Attachments to this Agreement: CITY OF DENTON 7038 Allred and John Paine Water Transmission Main STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 52 43 - 2 Agreement Page 2 of 6 1 a. Bid Form 2 1) Proposal Form 3 2) Vendor Compliance to State Law Non-Resident Bidder 4 b. Current Prevailing Wage Rate Table 5 c. 6 d. General Conditions. 7 e. Supplementary Conditions. 8 3. The following located in File 7038 at: 9 https://lfpubweb.cityofdenton.com/MaterialsManagement/Browse.aspx?startid=19 10 &row=1&dbid=0: 11 a. Specifications described in the Table of Contents of the Project Contract 12 Documents. 13 b. North Central Texas Council of Governments Standard Specifications for Public 14 Works Construction Fourth Edition, Divisions 200-800, and as amended by 15 16 c. Drawings. 17 d. Addenda. 18 e. Documentation submitted by Contractor prior to Notice of Award. 19 4. The following which shall be issued after the Effective Date and delivered to the City 20 within ten (10) days of the Effective Date and before beginning Work: 21 a. Payment Bond 22 b. Performance Bond 23 c. Maintenance Bond 24 d. Power of Attorney for the Bonds 25 e. Form 1295 Certificate of Interested Parties (email to purchasing) 26 f. Insurance Certificate 27 5. The following which may be delivered or issued after the Effective Date and, if 28 issued, become an incorporated part of the Contract Documents: 29 a. Notice to Proceed. 30 b. Field Orders. 31 c. Change Orders. 32 d. Letter of Final Acceptance. 33 34 CITY OF DENTON 7038 Allred and John Paine Water Transmission Main STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 52 43 - 3 Agreement Page 3 of 6 1 Article 6. INDEMNIFICATION 2 6.1 Contractor covenants and agrees to indemnify, hold harmless and defend, at its own 3 expense, the city, its officers, servants and employees, from and against any and all 4 claims arising out of, or alleged to arise out of, the work and services to be performed 5 by the contractor, its officers, agents, employees, subcontractors, licensees or invitees 6 under this contract. This indemnification provision is specifically intended to operate 7 and be effective even if it is alleged or proven that all or some of the damages being 8 sought were caused, in whole or in part, by any act, omission or negligence of the city. 9 This indemnity provision is intended to include, without limitation, indemnity for any 10 and all costs, expenses and legal fees incurred by the city in defending against such 11 claims and causes of actions. 12 13 6.2 Contractor covenants and agrees to indemnify and hold harmless, at its own expense, 14 the city, its officers, servants and employees, from and against any and all loss of, 15 damage to, or destruction of, property of the city, arising out of, or alleged to arise out 16 of, the work and services to be performed by the contractor, its officers, agents, 17 employees, subcontractors, licensees or invitees under this contract. This 18 indemnification provision is specifically intended to operate and be effective even if it is 19 alleged or proven that all or some of the damages being sought were caused, in whole or 20 in part, by any act, omission or negligence of the city. 21 22 Article 7. MISCELLANEOUS 23 7.1 Terms. 24 Terms used in this Agreement which are defined in Article 1 of the General Conditions will 25 have the meanings indicated in the General Conditions. 26 7.2 Assignment of Contract. 27 This Agreement, including all of the Contract Documents may not be assigned by the 28 Contractor without the advanced express written consent of the City. 29 7.3 Successors and Assigns. 30 City and Contractor each binds itself, its partners, successors, assigns and legal 31 representatives to the other party hereto, in respect to all covenants, agreements and 32 obligations contained in the Contract Documents. 33 7.4 Severability. 34 Any provision or part of the Contract Documents held to be unconstitutional, void or 35 unenforceable by a court of competent jurisdiction shall be deemed stricken, and all 36 remaining provisions shall continue to be valid and binding upon City and Contractor. 37 7.5 Governing Law and Venue. 38 This Agreement, including all of the Contract Documents is performable in the State of 39 Texas. Venue shall be Denton County, Texas, or the United States District Court for the 40 Eastern District of Texas, Sherman Division. CITY OF DENTON 7038 Allred and John Paine Water Transmission Main STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 52 43 - 4 Agreement Page 4 of 6 1 7.6 Authority to Sign. 2 Contractor shall attach evidence of authority to sign Agreement if signed by someone other 3 than the duly authorized signatory of the Contractor. 4 5 7.7 Prohibition On Contracts With Companies Boycotting Israel. 6 Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government 7 Code, the City is prohibited from entering into a contract with a company for goods or 8 services unless the contract contains a written verification from the company that it: (1) 9 does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 10 11 in Section 808.001 of the Texas Government Code. By signing this contract, Contractor 12 13 Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of 14 the contract. 15 16 7.8 Immigration Nationality Act. 17 Contractor shall verify the identity and employment eligibility of its employees who perform 18 work under this Agreement, including completing the Employment Eligibility Verification 19 Form (I-9). Upon request by City, Contractor shall provide City with copies of all I-9 forms 20 and supporting eligibility documentation for each employee who performs work under this 21 Agreement. Contractor shall adhere to all Federal and State laws as well as establish 22 appropriate procedures and controls so that no services will be performed by any Contractor 23 employee who is not legally eligible to perform such services. CONTRACTOR SHALL 24 INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, 25 LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY 26 CONTRACTOR, CONTRACTOR SUBCONTRACTORS, 27 AGENTS, OR LICENSEES. City, upon written notice to Contractor, shall have the right 28 to immediately terminate this Agreement for violations of this provision by Contractor. 29 30 7.9 No Third-Party Beneficiaries. 31 This Agreement gives no rights or benefits to anyone other than the City and the Contractor 32 and there are no third-party beneficiaries. 33 34 CITY OF DENTON 7038 Allred and John Paine Water Transmission Main STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 52 43 - 5 Agreement Page 5 of 6 1 7.10 No Cause of Action Against Engineer. 2 Contractor, its subcontractors and equipment and materials suppliers on the Project or their 3 sureties, shall maintain no direct action against the Engineer, its officers, employees, and 4 subcontractors, for any claim arising out of, in connection with, or resulting from the engineering 5 services performed. Only the City will be the beneficiary of any undertaking by the Engineer. 6 The presence or duties of the Engineer's personnel at a construction site, whether as on-site 7 representatives or otherwise, do not make the Engineer or its personnel in any way 8 responsible for those duties that belong to the City and/or the City's Contractors or other 9 entities, and do not relieve the Contractors or any other entity of their obligations, duties, and 10 responsibilities, including, but not limited to, all construction methods, means, techniques, 11 sequences, and procedures necessary for coordinating and completing all portions of the 12 construction work in accordance with the Contract Documents and any health or safety 13 precautions required by such construction work. The Engineer and its personnel have no 14 authority to exercise any control over any construction contractor or other entity or their 15 employees in connection with their work or any health or safety precautions. 16 17 SIGNATURE PAGE TO FOLLOW 18 CITY OF DENTON 7038 Allred and John Paine Water Transmission Main STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 52 43 - 6 Agreement Page 6 of 6 1 IN WITNESS WHEREOF, City and Contractor have each executed this Agreement to be effective 2 as of the date subscribed by the (Effective Date). 3 4 CITY OF DENTON 5 6 7 BY: ___________________________________ 8 CITY MANAGER 9 10 11 CONTRACTOR 12 WILSON CONTRACTOR SERVICES LLC 13 14 15 BY: ___________________________________ 16 AUTHORIZED AGENT 17 18 19 _______________________________________ 20 NAME 21 22 23 _______________________________________ 24 TITLE 25 26 27 _______________________________________ 28 PHONE NUMBER 29 30 31 _______________________________________ 32 EMAIL ADDRESS 33 34 THIS AGREEMENT HAS BEEN 35 BOTH REVIEWED AND APPROVED 36 as to financial and operational obligations and 37 ATTEST: business terms. 38 ROSA RIOS, CITY SECRETARY 39 40 _______________ ________________ 41 _______________________________________ SIGNATURE PRINTED NAME 42 43 __________________________________ 44 APPROVED AS TO LEGAL FORM: TITLE 45 AARON LEAL, CITY ATTORNEY 46 __________________________________ 47 _______________________________________ DEPARTMENT CITY OF DENTON 7038 Allred and John Paine Water Transmission Main STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 General Decision Number: TX190018 01/04/2019 TX18 Superseded General Decision Number: TX20180028 State: Texas Construction Type: Heavy Counties: Collin, Dallas, Denton, Ellis, Kaufman and Rockwall Counties in Texas. Water and Sewer Lines/Utilities (Including Related Tunneling Where the Tunnel is 48" or Less in Diameter) Note: Under Executive Order (EO) 13658, an hourly minimum wage of $10.60 for calendar year 2019 applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2015. If this contract is covered by the EO, the contractor must pay all workers in any classification listed on this wage determination at least $10.60 per hour (or the applicable wage rate listed on this wage determination, if it is higher) for all hours spent performing on the contract in calendar year 2019. If this contract is covered by the EO and a classification considered necessary for performance of work on the contract does not appear on this wage determination, the contractor must pay workers in that classification at least the wage rate determined through the conformance process set forth in 29 CFR 5.5(a)(1)(ii) (or the EO minimum wage rate, if it is higher than the conformed wage rate). The EO minimum wage rate will be adjusted annually. Please note that this EO applies to the above-mentioned types of contracts entered into by the federal government that are subject to the Davis-Bacon Act itself, but it does not apply to contracts subject only to the Davis-Bacon Related Acts, including those set forth at 29 CFR 5.1(a)(2)-(60). Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Modification Number Publication Date 0 01/04/2019 * PLUM0100-002 11/01/2017 Rates Fringes Plumbers and Pipefitters.........$ 30.84 11.51 ---------------------------------------------------------------- SUTX1991-004 09/23/1991 Rates Fringes DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 Laborers: Common......................$ 7.25 Utility.....................$ 7.467 Pipelayer........................$ 7.828 Power equipment operators: Backhoe.....................$ 10.804 Crane.......................$ 10.942 Front End Loader............$ 9.163 Tunneling Machine (48" or less).......................$ 9.163 TRUCK DRIVER.....................$ 8.528 ---------------------------------------------------------------- WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. ================================================================ Note: Executive Order (EO) 13706, Establishing Paid Sick Leave for Federal Contractors applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2017. If this contract is covered by the EO, the contractor must provide employees with 1 hour of paid sick leave for every 30 hours they work, up to 56 hours of paid sick leave each year. Employees must be permitted to use paid sick leave for their own illness, injury or other health-related needs, including preventive care; to assist a family member (or person who is like family to the employee) who is ill, injured, or has other health-related needs, including preventive care; or for reasons resulting from, or to assist a family member (or person who is like family to the employee) who is a victim of, domestic violence, sexual assault, or stalking. Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii)). ---------------------------------------------------------------- The body of each wage determination lists the classification and wage rates that have been found to be prevailing for the cited type(s) of construction in the area covered by the wage determination. The classifications are listed in alphabetical order of "identifiers" that indicate whether the particular rate is a union rate (current union negotiated rate for local), a survey rate (weighted average rate) or a union average rate (weighted union average rate). DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 Union Rate Identifiers A four letter classification abbreviation identifier enclosed in dotted lines beginning with characters other than "SU" or "UAVG" denotes that the union classification and rate were prevailing for that classification in the survey. Example: PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of the union which prevailed in the survey for this classification, which in this example would be Plumbers. 0198 indicates the local union number or district council number where applicable, i.e., Plumbers Local 0198. The next number, 005 in the example, is an internal number used in processing the wage determination. 07/01/2014 is the effective date of the most current negotiated rate, which in this example is July 1, 2014. Union prevailing wage rates are updated to reflect all rate changes in the collective bargaining agreement (CBA) governing this classification and rate. Survey Rate Identifiers Classifications listed under the "SU" identifier indicate that no one rate prevailed for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As this weighted average rate includes all rates reported in the survey, it may include both union and non-union rates. Example: SULA2012-007 5/13/2014. SU indicates the rates are survey rates based on a weighted average calculation of rates and are not majority rates. LA indicates the State of Louisiana. 2012 is the year of survey on which these classifications and rates are based. The next number, 007 in the example, is an internal number used in producing the wage determination. 5/13/2014 indicates the survey completion date for the classifications and rates under that identifier. Survey wage rates are not updated and remain in effect until a new survey is conducted. Union Average Rate Identifiers Classification(s) listed under the UAVG identifier indicate that no single majority rate prevailed for those classifications; however, 100% of the data reported for the classifications was union data. EXAMPLE: UAVG-OH-0010 08/29/2014. UAVG indicates that the rate is a weighted union average rate. OH indicates the state. The next number, 0010 in the example, is an internal number used in producing the wage determination. 08/29/2014 indicates the survey completion date for the classifications and rates under that identifier. A UAVG rate will be updated once a year, usually in January of each year, to reflect a weighted average of the current negotiated/CBA rate of the union locals from which the rate is based. DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 ---------------------------------------------------------------- WAGE DETERMINATION APPEALS PROCESS 1.) Has there been an initial decision in the matter? This can be: * an existing published wage determination * a survey underlying a wage determination * a Wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour Regional Office for the area in which the survey was conducted because those Regional Offices have responsibility for the Davis-Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2.) If the answer to the question in 1.) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7). Write to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the interested party's position and by any information (wage payment data, project description, area practice material, etc.) that the requestor considers relevant to the issue. 3.) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 4.) All decisions by the Administrative Review Board are final. ================================================================ END OF GENERAL DECISION DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT TABLE OFCONTENTS Page Article 1 – Definitions and Terminology .......................................................................................................... 1 1.01 Defined Terms............................................................................................................................... 1 1.02 Terminology .................................................................................................................................. 6 Article 2 – Preliminary Matters ......................................................................................................................... 7 2.01 Copies of Documents .................................................................................................................... 7 2.02 Commencement of Contract Time; Notice to Proceed ................................................................ 7 2.03 Starting the Work .......................................................................................................................... 7 2.04 Before Starting Construction ........................................................................................................ 7 2.05 Preconstruction Conference.......................................................................................................... 8 2.06 Public Meeting .............................................................................................................................. 8 2.07 Initial Acceptance of Schedules.................................................................................................... 8 2.08 Electronic Submittals.................................................................................................................... 8 Article 3 – Contract Documents: Intent, Amending, Reuse ............................................................................ 8 3.01 Intent.............................................................................................................................................. 8 3.02 Reference Standards...................................................................................................................... 9 3.03 Reporting and Resolving Discrepancies....................................................................................... 9 3.04 Amending and Supplementing Contract Documents................................................................. 10 3.05 Reuse of Documents ................................................................................................................... 10 3.06 Electronic Data............................................................................................................................ 11 Article 4 – Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental Conditions; Reference Points........................................................................................................... 11 4.01 Availability of Lands .................................................................................................................. 11 4.02 Subsurface and Physical Conditions .......................................................................................... 12 4.03 Differing Subsurface or Physical Conditions ............................................................................. 12 4.04 Underground Facilities ............................................................................................................... 13 4.05 Hazardous Environmental Condition at Site .............................................................................. 14 Article 5 – Bonds and Insurance ..................................................................................................................... 15 5.01 Licensed Sureties and Insurers ................................................................................................... 15 5.02 Performance, Payment, and Maintenance Bonds....................................................................... 15 5.03 Certificates of Insurance ............................................................................................................. 16 5.04 Contractor’s Insurance ................................................................................................................ 18 5.05 Acceptance of Bonds and Insurance; Option to Replace........................................................... 19 Article 6 – Contractor’s Responsibilities ........................................................................................................ 19 6.01 Supervision and Superintendence............................................................................................... 19 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 6.02 Labor; Working Hours ................................................................................................................ 19 6.03 Services, Materials, and Equipment ........................................................................................... 20 6.04 Project Schedule.......................................................................................................................... 20 6.05 Substitutes and “Or-Equals” ....................................................................................................... 21 6.06 Concerning Subcontractors, Suppliers, and Others.................................................................... 23 6.07 Wage Rates.................................................................................................................................. 24 6.08 Patent Fees and Royalties ........................................................................................................... 25 6.09 Permits and Utilities.................................................................................................................... 26 6.10 Laws and Regulations ................................................................................................................. 26 6.11 Taxes ........................................................................................................................................... 27 6.12 Use of Site and Other Areas ....................................................................................................... 27 6.13 Record Documents...................................................................................................................... 28 6.14 Safety and Protection .................................................................................................................. 29 6.15 Safety Representative.................................................................................................................. 29 6.16 Hazard Communication Programs ............................................................................................. 30 6.17 Emergencies and/or Rectification............................................................................................... 30 6.18 Submittals.................................................................................................................................... 30 6.19 Continuing the Work................................................................................................................... 31 6.20 Contractor’s General Warranty and Guarantee .......................................................................... 32 6.21Indemnification......................................................................................................................... 32 6.22 Delegation of Professional Design Services .............................................................................. 33 6.23 Right to Audit.............................................................................................................................. 34 6.24 Nondiscrimination....................................................................................................................... 34 Article 7 – Other Work at the Site................................................................................................................... 34 7.01 Related Work at Site ................................................................................................................... 34 7.02 Coordination................................................................................................................................ 35 Article 8 – City’s Responsibilities................................................................................................................... 35 8.01 Communications to Contractor................................................................................................... 35 8.02 Furnish Data ................................................................................................................................ 35 8.03 Pay When Due ............................................................................................................................ 35 8.04 Lands and Easements; Reports and Tests................................................................................... 36 8.05 Change Orders............................................................................................................................. 36 8.06 Inspections, Tests, and Approvals .............................................................................................. 36 8.07 Limitations on City’s Responsibilities ....................................................................................... 36 8.08 Undisclosed Hazardous Environmental Condition .................................................................... 36 8.09 Compliance with Safety Program............................................................................................... 36 Article 9 – City’s Observation Status During Construction ........................................................................... 36 9.01 City’s Project Manager ……...................................................................................................... 36 9.02 Visits to Site ................................................................................................................................ 37 9.03 Authorized Variations in Work .................................................................................................. 37 9.04 Rejecting Defective Work .......................................................................................................... 37 9.05 Determinations for Work Performed .......................................................................................... 37 9.06 Decisions on Requirements of Contract Documents and Acceptability of Work ..................... 38 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 Article 10 – Changes in the Work; Claims; Extra Work ................................................................................ 38 10.01 Authorized Changes in the Work ............................................................................................... 38 10.02 Unauthorized Changes in the Work ........................................................................................... 38 10.03 Execution of Change Orders....................................................................................................... 38 10.04 Extra Work .................................................................................................................................. 38 10.05 Notification to Surety.................................................................................................................. 39 10.06 Contract Claims Process ............................................................................................................. 39 Article 11 – Cost of the Work; Allowances; Unit Price Work; Plans Quantity Measurement...................... 40 11.01 Cost of the Work ......................................................................................................................... 40 11.02 Allowances .................................................................................................................................. 43 11.03 Unit Price Work .......................................................................................................................... 43 11.04 Plans Quantity Measurement ...................................................................................................... 45 Article 12 – Change of Contract Price; Change of Contract Time................................................................. 45 12.01 Change of Contract Price ............................................................................................................ 45 12.02 Change of Contract Time............................................................................................................ 46 12.03 Delays .......................................................................................................................................... 47 Article 13 – Tests and Inspections; Correction, Removal or Acceptance of Defective Work ...................... 47 13.01 Notice of Defects ........................................................................................................................ 47 13.02 Access to Work ........................................................................................................................... 47 13.03 Tests and Inspections .................................................................................................................. 47 13.04 Uncovering Work........................................................................................................................ 49 13.05 City May Stop the Work ............................................................................................................. 49 13.06 Correction or Removal of Defective Work ................................................................................ 49 13.07 Correction Period ........................................................................................................................ 50 13.08 Acceptance of Defective Work................................................................................................... 51 13.09 City May Correct Defective Work ............................................................................................. 51 Article 14 – Payments to Contractor and Completion .................................................................................... 52 14.01 Schedule of Values...................................................................................................................... 52 14.02 Progress Payments ...................................................................................................................... 52 14.03 Contractor’s Warranty of Title ................................................................................................... 54 14.04 Partial Utilization ........................................................................................................................ 54 14.05 Final Inspection ........................................................................................................................... 55 14.06 Final Acceptance......................................................................................................................... 55 14.07 Final Payment.............................................................................................................................. 55 14.08 Final Completion Delayed and Partial Retainage Release ........................................................ 56 14.09 Waiver of Claims ........................................................................................................................ 56 Article 15 – Suspension of Work and Termination ........................................................................................ 57 15.01 City May Suspend Work............................................................................................................. 57 15.02 City May Terminate for Cause ................................................................................................... 57 15.03 City May Terminate For Convenience ....................................................................................... 59 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 Article 16 – Dispute Resolution ...................................................................................................................... 61 16.01 Methods and Procedures ............................................................................................................. 61 Article 17 – Miscellaneous .............................................................................................................................. 62 17.01 Giving Notice .............................................................................................................................. 62 17.02 Computation of Times ................................................................................................................ 62 17.03 Cumulative Remedies ................................................................................................................. 62 17.04 Survival of Obligations ............................................................................................................... 63 17.05 Headings...................................................................................................................................... 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 1 of 63 ARTICLE 1 – DEFINITIONS AND TERMINOLOGY 1.01Defined Terms A.Wherever used in these General Conditions or in other Contract Documents, the terms listed below have the meanings indicated which are applicable to both the singular and plural thereof, and words denoting gender shall include the masculine, feminine and neuter. Said terms are generally capitalized or written in italics, but not always. When used in a context consistent with the definition of a listed-defined term, the term shall have a meaning as defined below whether capitalized or italicized or otherwise. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms. 1.Addenda—Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the proposed Contract Documents. 2.Agreement—The written instrument which is evidence of the agreement between City and Contractor covering the Work. 3.Application for Payment—The form acceptable to City which is to be used by Contractor during the course of the Work in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents. 4.Asbestos—Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 5.Award– Authorization by the City Council for the City to enter into an Agreement. 6.Bid—The offer or proposal of a Bidder submitted on the prescribed form setting forth the prices for the Work to be performed. 7.Bidder—The individual or entity who submits a Bid directly to City. 8.Bidding Documents—The Bidding Requirements and the proposed Contract Documents (including all Addenda). 9.Bidding Requirements—The advertisement or Invitation to Bid, Instructions to Bidders, Bid security of acceptable form, if any, and the Bid Form with any supplements. 10.Business Day –A business day is defined as a day that the City conducts normal business, generally Monday through Friday, except for federal or state holidays observed by the City. 11.Calendar Day– A day consisting of 24 hours measured from midnight to the next midnight. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 2 of 63 12.Change Order—A document, which is prepared and approved by the City, which is signed by Contractor and City and authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Time, issued on or after the Effective Date of the Agreement. 13.City—The City of Denton is a Texas home-rule municipal corporation acting by its City Council through its City Manager or his designee. 14.City Attorney– The officially appointed City Attorney of the City of Denton, Texas, or his duly authorized representative. 15.City Council- The duly elected and qualified governing body of the City of Denton, Texas. 16.City Manager– The officially appointed and authorized City Manager of the City of Denton, Texas, or his duly authorized representative. 17.Contract Claim—A demand or assertion by City or Contractor seeking an adjustment of Contract Price or Contract Time, or both, or other relief with respect to the terms of the Contract. A demand for money or services by a third party is not a Contract Claim. 18.Contract—The entire and integrated written document between the City and Contractor concerning the Work. The Contract contains the Agreement and all Contract Documents and supersedes prior negotiations, representations, or agreements, whether written or oral. 19.Contract Documents—Those items so designated in the Agreement. All items listed in the Agreement are Contract Documents. Approved Submittals, other Contractor submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. 20.Contract Price—The moneys payable by City to Contractor for completion of the Work in accordance with the Contract Documents as stated in the Agreement (subject to the provisions of Paragraph 11.03 in the case of Unit Price Work). 21.Contract Time—The number of days or the dates stated in the Agreement to: (i) achieve Milestones, if any and (ii) complete the Work so that it is ready for Final Acceptance. 22.Contractor—The individual or entity with whom City has entered into the Agreement. 23.Cost of the Work—See Paragraph 11.01 of these General Conditions for definition. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 3 of 63 24.Damage Claims –A demand for money or services arising from the Project or Site from a third party, City or Contractor exclusive of a Contract Claim. 25.Dayor day – A day, unless otherwise defined, shall mean a Calendar Day. 26.Drawings—That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Submittals are not Drawings as so defined. 27.Effective Date of the Agreement—The date indicated in the Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 28.Engineer—The licensed professional engineer or engineering firm registered in the State of Texas performing professional services for the City. 29.Extra Work –Additional work made necessary by changes or alterations of the Contract Documents or quantities; or for other reasons for which no prices are provided in the Contract Documents. Extra work shall be part of the Work. 30.Field Order —A written order issued by City which requires changes in the Work but which does not involve a change in the Contract Price, Contract Time, or the intent of the Engineer. 31.Final Acceptance –The written notice given by the City to the Contractor that the Work specified in the Contract Documents has been completed to the satisfaction of the City. 32.Final Inspection –Inspection carried out by the City to verify that the Contractor has completed the Work, and each and every part or appurtenance thereof, fully, entirely, and in conformance with the Contract Documents. 33.General Requirements—Sections of Division 1 of the Contract Documents. 34.Hazardous Environmental Condition —The presence at the Site of Asbestos, PCBs, Petroleum, Hazardous Waste, Radioactive Material, or other materials in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto. 35.Hazardous Waste—Hazardous waste is defined as any solid waste listed as hazardous or possesses one or more hazardous characteristics as defined in the federal waste regulations, as amended from time to time. 36.Incidental –Work items that the Contractor is not paid for directly, but costs for which are included under the various bid items of the Project. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 4 of 63 37.Laws and Regulations—Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 38.Liens—Charges, security interests, or encumbrances upon Project funds, real property, or personal property. 39.Major Item –An Item of work included in the Contract Documents that has a total cost equal to or greater than 5% of the original Contract Price or $25,000 whichever is less. 40.Milestone—A principal event specified in the Contract Documents relating to an intermediate Contract Time prior to Final Acceptance of the Work. 41.Notice of Award—The written notice by City to the Successful Bidder stating that upon timely compliance by the Successful Bidder with the conditions precedent listed therein, City will sign and deliver the Agreement. 42.Notice to Proceed—A written notice given by City to Contractor fixing the date on which the Contract Time will commence to run and on which Contractor shall start to perform the Work specified in Contract Documents. 43.PCBs—Polychlorinated biphenyls. 44.Petroleum—Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non-Hazardous Waste and crude oils. 45.Plans –See definition of Drawings. 46.Project Schedule—A schedule, prepared and maintained by Contractor, in accordance with the General Requirements, describing the sequence and duration of the activities comprising the Contractor’s plan to accomplish the Work within the Contract Time. 47.Project—The Work to be performed under the Contract Documents. 48.Project Manager —The authorized representative of the City who will be assigned to the Project. 49.Project Manual – The documentary information prepared for bidding and furnishing the Work. A listing of the contents of the Project Manual is contained in its Table of Contents. 50.Public Meeting –An announced meeting conducted by the City to facilitate public participation and to assist the public in gaining an informed view of the Project. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 5 of 63 51.Radioactive Material—Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 52.Regular Working Hours –Excluding legal holidays, regular working hours shall be Monday thru Friday between 6:00 a.m. and 8:30 p.m. from June 1 to September 30 and between 7:00 a.m. and 8:30 p.m. from October 1 to May 31. 53.Samples—Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 54.Schedule of Submittals—A schedule, prepared and maintained by Contractor, of required submittals and the time requirements to support scheduled performance of related construction activities. 55.Schedule of Values—A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for reviewing Contractor’s Applications for Payment. 56.Site—Lands or areas indicated in the Contract Documents as being furnished by City upon which the Work is to be performed, including rights-of-way, permits, and easements for access thereto, and such other lands furnished by City which are designated for the use of Contractor. 57.Specifications—That part of the Contract Documents consisting of written requirements for materials, equipment, systems, standards and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable thereto. Specifications may be specifically made a part of the Contract Documents by attachment or, if not attached, may be incorporated by reference as indicated in the Table of Contents (Division 00 00 00) of each Project. 58.Subcontractor—An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site. 59.Submittals—All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. 60.Subsidiary –See definition of Incidental. 61.Successful Bidder—The Bidder submitting the lowest and most responsive Bid to whom City makes an Award. 62.Superintendent –The representative of the Contractor who is available at all times and able to receive instructions from the City and to act for the Contractor. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 6 of 63 63.Supplementary Conditions—That part of the Contract Documents which amends or supplements these General Conditions. 64.Supplier—A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or Subcontractor. 65.Underground Facilities—All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including but not limited to, those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 66.Unit Price Work—See Paragraph 11.03 of these General Conditions for definition. 67.Weekend Working Hours –Hours between 8:00 a.m. and 8:30 p.m., Saturday, and between 1:00 p.m. and 8:30 p.m. Sunday or legal holiday, as approved in advance by the City. 68.Work—The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction including any Change Order or Field Order, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents. 69.Working Day– A working day is defined as a day, not including Saturdays, Sundays, or legal holidays authorized by the City for contract purposes, in which weather or other conditions not under the control of the Contractor will permit the performance of the principal unit of work underway for a continuous period of not less than 7 hours between 7 a.m. and 8 p.m. 1.02Terminology A.The words and terms discussed in Paragraph 1.02.B through E are not defined but, when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B.Intent of Certain Terms or Adjectives: 1.The Contract Documents include the terms “as allowed,” “as approved,” “as ordered,” “as directed” or terms of like effect or import to authorize an exercise of judgment by City. In addition, the adjectives “reasonable,” “suitable,” “acceptable,” “proper,” “satisfactory,” or adjectives of like effect or import are used to describe an action or determination of City as to the Work. It is intended that such exercise of professional judgment, action, or determination will be solely to evaluate, in general, the Work for compliance with the information in the Contract Documents and with the design concept of the Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 7 of 63 C.Defective: 1.The word “defective,” when modifying the word “Work,” refers to Work that is unsatisfactory, faulty, or deficient in that it: a.does not conform to the Contract Documents; or b.does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents; or c. has been damaged prior to City’s written acceptance. D.Furnish, Install, Perform, Provide: 1.The word “Furnish” or the word “Install” or the word “Perform” or the word “Provide” or the word “Supply,” or any combination or similar directive or usage thereof, shall mean furnishing and incorporating in the Work including all necessary labor, materials, equipment, and everything necessary to perform the Work indicated, unless specifically limited in the context used. E.Unless stated otherwise in the Contract Documents, words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning. ARTICLE 2 – PRELIMINARY MATTERS 2.01Copies of Documents City shall furnish to Contractor one (1) original executed copy and one (1) electronic copy of the Contract Documents, and three (3) additional copies of the Drawings. Additional copies will be furnished upon request at the cost of reproduction. 2.02Commencement of Contract Time; Notice to Proceed The Contract Time will commence to run on the day indicated in the Notice to Proceed. A Notice to Proceed may be given at any time within 30 days after the Effective Date of the Agreement. 2.03Starting the Work Contractor shall start to perform the Work on the date when the Contract Time commences to run. No Work shall be done at the Site prior to the date on which the Contract Time commences to run. 2.04Before Starting Construction Baseline Schedules:Submit in accordance with the Contract Documents, and prior to starting the Work. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 8 of 63 2.05Preconstruction Conference Before any Work at the Site is started, the Contractor shall attend a Preconstruction Conference as specified in the Contract Documents. 2.06Public Meeting Contractor may not mobilize any equipment, materials or resources to the Site prior to Contractor attending the Public Meeting as scheduled by the City. 2.07Initial Acceptance of Schedules No progress payment shall be made to Contractor until acceptable schedules are submitted to City in accordance with the Schedule Specification as provided in the Contract Documents. 2.08Electronic Submittals A.Except as otherwise stated elsewhere in the Contract, the City and Contractor may transmit, and shall accept, Project-related correspondence, text, data, documents, drawings, information, and graphics, including but not limited to Shop Drawings and other submittals, in electronic media or digital format. B.When transmitting items in electronic media or digital format, the transmitting party makes no representations as to long term compatibility, usability, or readability of the items resulting from the recipient’s use of software application packages, operating systems, or computer hardware differing from those used in the drafting or transmittal of the items, or from those established in applicable transmittal protocols. ARTICLE 3 – CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE 3.01Intent A.The Contract Documents are complementary; what is required by one is as binding as if required by all. B.It is the intent of the Contract Documents to describe a functionally complete project (or part thereof) to be constructed in accordance with the Contract Documents. Any labor, documentation, services, materials, or equipment that reasonably may be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the indicated result will be provided whether or not specifically called for, at no additional cost to City. C.Clarifications and interpretations of the Contract Documents shall be issued by City. D.The Specifications may vary in form, format and style. Some Specification sections may be written in varying degrees of streamlined or declarative style and some sections may be CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 9 of 63 relatively narrative by comparison. Omission of such words and phrases as “the Contractor shall,” “in conformity with,” “as shown,” or “as specified” are intentional in streamlined sections. Omitted words and phrases shall be supplied by inference. Similar types of provisions may appear in various parts of a section or articles within a part depending on the format of the section. The Contractor shall not take advantage of any variation of form, format or style in making Contract Claims. E.The cross referencing of specification sections under the subparagraph heading “Related Sections include but are not necessarily limited to:” and elsewhere within each Specification section is provided as an aid and convenience to the Contractor. The Contractor shall not rely on the cross referencing provided and shall be responsible to coordinate the entire Work under the Contract Documents and provide a complete Project whether or not the cross referencing is provided in each section or whether or not the cross referencing is complete. 3.02Reference Standards A.Standards, Specifications, Codes, Laws, and Regulations 1.Reference to standards, specifications, manuals, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such reference be specific or by implication, shall mean the standard, specification, manual, code, or Laws or Regulations in effect at the time of opening of Bids (or on the Effective Date of the Agreement if there were no Bids), except as may be otherwise specifically stated in the Contract Documents. 2.No provision of any such standard, specification, manual, or code, or any instruction of a Supplier, shall be effective to change the duties or responsibilities of City, Contractor, or any of their subcontractors, consultants, agents, or employees, from those set forth in the Contract Documents. No such provision or instruction shall be effective to assign to City, or any of its officers, directors, members, partners, employees, agents, consultants, or subcontractors, any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of the Contract Documents. 3.03Reporting and Resolving Discrepancies A.Reporting Discrepancies: 1.Contractor’s Review of Contract Documents Before Starting Work: Before undertaking each part of the Work, Contractor shall carefully study and compare the Contract Documents and check and verify pertinent figures therein against all applicable field measurements and conditions. Contractor shall promptly report in writing to City any conflict, error, ambiguity, or discrepancy which Contractor discovers, or has actual knowledge of, and shall obtain a written interpretation or clarification from City before proceeding with any Work affected thereby. 2.Contractor’s Review of Contract Documents During Performance of Work: If, during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 10 of 63 within the Contract Documents, or between the Contract Documents and (a) any applicable Law or Regulation , (b) any standard, specification, manual, or code, or (c) any instruction of any Supplier, then Contractor shall promptly report it to City in writing. Contractor shall not proceed with the Work affected thereby (except in an emergency as required by Paragraph 6.17.A) until an amendment or supplement to the Contract Documents has been issued by one of the methods indicated in Paragraph 3.04. 3.Contractor shall not be liable to City for failure to report any conflict, error, ambiguity, or discrepancy in the Contract Documents unless Contractor had actual knowledge thereof. B.Resolving Discrepancies: 1.Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions of the Contract Documents and the provisions of any standard, specification, manual, or the instruction of any Supplier (whether or not specifically incorporated by reference in the Contract Documents). 2.In case of discrepancies, figured dimensions shall govern over scaled dimensions, Drawings shall govern over Specifications, and Supplementary Conditions shall govern over General Conditions and Specifications. 3.04Amending and Supplementing Contract Documents A.The Contract Documents may be amended to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof by a Change Order. B.The requirements of the Contract Documents may be supplemented, and minor variations and deviations in the Work not involving a change in Contract Price or Contract Time, may be authorized, by one or more of the following ways: 1.A Field Order; 2.City’s review of a Submittal (subject to the provisions of Paragraph 6.18.C); or 3.City’s written interpretation or clarification. 3.05Reuse of Documents A.Contractor and any Subcontractor or Supplier shall not: 1.have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of Engineer, including electronic media editions; or 2.reuse any such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any other project without written consent of City and specific written CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 11 of 63 verification or adaptation by Engineer. B.The prohibitions of this Paragraph 3.05 will survive final payment, or termination of the Contract. Nothing herein shall preclude Contractor from retaining copies of the Contract Documents for record purposes. 3.06Electronic Data A.Unless otherwise stated in the Supplementary Conditions, the data furnished by City or Engineer to Contractor, or by Contractor to City or Engineer, that may be relied upon are limited to the printed copies included in the Contract Documents (also known as hard copies). Files in electronic media format of text, data, graphics, or other types are furnished only for the convenience of the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user’s sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. B.When transferring documents in electronic media format, the transferring party makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the data’s creator. ARTICLE 4 – AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS; REFERENCE POINTS 4.01Availability of Lands A.City shall furnish the Site. City shall notify Contractor of any encumbrances or restrictions not of general application but specifically related to use of the Site with which Contractor must comply in performing the Work. City will obtain in a timely manner and pay for easements for permanent structures or permanent changes in existing facilities. 1.The City has obtained or anticipates acquisition of and/or access to right-of-way, and/or easements. Any outstanding right-of-way and/or easements are anticipated to be acquired in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must consider any outstanding right-of-way, and/or easements. 2.The City has or anticipates removing and/or relocating utilities, and obstructions to the Site. Any outstanding removal or relocation of utilities or obstructions is anticipated in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must consider any outstanding utilities or obstructions to be removed, adjusted, and/or relocated by others. B.Upon reasonable written request, City shall furnish Contractor with a current statement of record legal title and legal description of the lands upon which the Work is to be performed. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 12 of 63 C.Contractor shall provide for all additional lands and access thereto that may be required for construction facilities or storage of materials and equipment. 4.02Subsurface and Physical Conditions A.Reports and Drawings:The Supplementary Conditions identify: 1.those reports known to City of explorations and tests of subsurface conditions at or contiguous to the Site; and 2.those drawings known to City of physical conditions relating to existing surface or subsurface structures at the Site (except Underground Facilities). B.Limited Reliance by Contractor on Technical Data Authorized:Contractor may rely upon the accuracy of the “technical data” contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such “technical data” is identified in the Supplementary Conditions. Contractor may not make any Contract Claim against City, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors with respect to: 1.the completeness of such reports and drawings for Contractor’s purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and programs incident thereto; or 2.other data, interpretations, opinions, and information contained in such reports or shown or indicated in such drawings; or 3.any Contractor interpretation of or conclusion drawn from any “technical data” or any such other data, interpretations, opinions, or information. 4.03Differing Subsurface or Physical Conditions A.Notice:If Contractor believes that any subsurface or physical condition that is uncovered or revealed either: 1.is of such a nature as to establish that any “technical data” on which Contractor is entitled to rely as provided in Paragraph 4.02 is materially inaccurate; or 2.is of such a nature as to require a change in the Contract Documents; or 3.differs materially from that shown or indicated in the Contract Documents; or 4.is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents; then Contractor shall, promptly after becoming aware thereof and before further disturbing the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 13 of 63 subsurface or physical conditions or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.17.A), notify City in writing about such condition. B.Possible Price and Time Adjustments Contractor shall not be entitled to any adjustment in the Contract Price or Contract Time if: 1.Contractor knew of the existence of such conditions at the time Contractor made a final commitment to City with respect to Contract Price and Contract Time by the submission of a Bid or becoming bound under a negotiated contract; or 2.the existence of such condition could reasonably have been discovered or revealed as a result of the examination of the Contract Documents or the Site; or 3.Contractor failed to give the written notice as required by Paragraph 4.03.A. 4.04Underground Facilities A.Shown or Indicated:The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the Site is based on information and data furnished to City or Engineer by the owners of such Underground Facilities, including City, or by others. Unless it is otherwise expressly provided in the Supplementary Conditions: 1.City and Engineer shall not be responsible for the accuracy or completeness of any such information or data provided by others; and 2.the cost of all of the following will be included in the Contract Price, and Contractor shall have full responsibility for: a.reviewing and checking all such information and data; b.locating all Underground Facilities shown or indicated in the Contract Documents; c.coordination and adjustment of the Work with the owners of such Underground Facilities, including City, during construction; and d.the safety and protection of all such Underground Facilities and repairing any damage thereto resulting from the Work. B.Not Shown or Indicated: 1.If an Underground Facility which conflicts with the Work is uncovered or revealed at or contiguous to the Site which was not shown or indicated, or not shown or indicated with reasonable accuracy in the Contract Documents, Contractor shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.17.A), CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 14 of 63 identify the owner of such Underground Facility and give notice to that owner and to City. City will review the discovered Underground Facility and determine the extent, if any, to which a change may be required in the Contract Documents to reflect and document the consequences of the existence or location of the Underground Facility. Contractor shall be responsible for the safety and protection of such discovered Underground Facility. 2.If City concludes that a change in the Contract Documents is required, a Change Order may be issued to reflect and document such consequences. 3.Verification of existing utilities, structures, and service lines shall include notification of all utility companies a minimum of 48 hours in advance of construction including exploratory excavation if necessary. 4.05Hazardous Environmental Condition at Site A.Reports and Drawings:The Supplementary Conditions identify those reports and drawings known to City relating to Hazardous Environmental Conditions that have been identified at the Site. B.Limited Reliance by Contractor on Technical Data Authorized:Contractor may rely upon the accuracy of the “technical data” contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such “technical data” is identified in the Supplementary Conditions. Contractor may not make any Contract Claim against City, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors with respect to: 1.the completeness of such reports and drawings for Contractor’s purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor and safety precautions and programs incident thereto; or 2.other data, interpretations, opinions and information contained in such reports or shown or indicated in such drawings; or 3.any Contractor interpretation of or conclusion drawn from any “technical data” or any such other data, interpretations, opinions or information. C.Contractor shall not be responsible for any Hazardous Environmental Condition uncovered or revealed at the Site which was not shown or indicated in Drawings or Specifications or identified in the Contract Documents to be within the scope of the Work. Contractor shall be responsible for a Hazardous Environmental Condition created with any materials brought to the Site by Contractor, Subcontractors, Suppliers, or anyone else for whom Contractor is responsible. D.If Contractor encounters a Hazardous Environmental Condition or if Contractor or anyone for whom Contractor is responsible creates a Hazardous Environmental Condition, Contractor shall immediately: (i) secure or otherwise isolate such condition; (ii) stop all Work in connection with such condition and in any area affected thereby (except in an emergency as required by CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 15 of 63 Paragraph 6.17.A); and (iii) notify City (and promptly thereafter confirm such notice in writing). City may consider the necessity to retain a qualified expert to evaluate such condition or take corrective action, if any. E.Contractor shall not be required to resume Work in connection with such condition or in any affected area until after City has obtained any required permits related thereto and delivered written notice to Contractor: (i) specifying that such condition and any affected area is or has been rendered suitable for the resumption of Work; or (ii) specifying any special conditions under which such Work may be resumed. F.If after receipt of such written notice Contractor does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special conditions, then City may order the portion of the Work that is in the area affected by such condition to be deleted from the Work. City may have such deleted portion of the Work performed by City’s own forces or others. G.To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless City, from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 4.06.G shall obligate Contractor to indemnify any individual or entity from and against the consequences of that individual’s or entity’s own negligence. H.The provisions of Paragraphs 4.02, 4.03, and 4.04 do not apply to a Hazardous Environmental Condition uncovered or revealed at the Site. ARTICLE 5 – BONDS AND INSURANCE 5.01Licensed Sureties and Insurers All bonds and insurance required by the Contract Documents to be purchased and maintained by Contractor shall be obtained from surety or insurance companies that are duly licensed or authorized in the State of Texas to issue bonds or insurance policies for the limits and coverages so required. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be provided in the Supplementary Conditions. 5.02Performance, Payment, and Maintenance Bonds A.Contractor shall furnish performance and payment bonds, in accordance with Texas Government Code Chapter 2253 or successor statute, each in an amount equal to the Contract Price as security for the faithful performance and payment of all of Contractor’s obligations under the Contract Documents. B.Contractor shall furnish maintenance bonds in an amount equal to the Contract Price as security CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 16 of 63 to protect the City against any defects in any portion of the Work described in the Contract Documents. Maintenance bonds shall remain in effect for two (2) years after the date of Final Acceptance by the City. C.All bonds shall be in the form prescribed by the Contract Documents except as provided otherwise by Laws or Regulations, and shall be executed by such sureties as are named in the list of “Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies” as published in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. All bonds signed by an agent or attorney-in-fact must be accompanied by a sealed and dated power of attorney which shall show that it is effective on the date the agent or attorney-in-fact signed each bond. The bonds must be dated on, or after, the date of the Contract. D.If the surety on any bond furnished by Contractor is declared bankrupt or becomes insolvent or its right to do business is terminated in the State of Texas or it ceases to meet the requirements of Paragraph 5.02.C, Contractor shall promptly notify City and shall, within 30 days after the event giving rise to such notification, provide another bond and surety, both of which shall comply with the requirements of Paragraphs 5.01 and 5.02.C. 5.03Certificates of Insurance A.Contractor shall deliver to City, with copies to each additional insured and loss payee identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance requested by City or any other additional insured) which Contractor is required to purchase and maintain. 1.The certificate of insurance shall document the City, and all identified entities named in the Supplementary Conditions as “Additional Insured” on all liability policies. 2.The Contractor’s general liability insurance shall include a, “per project” or “per location”, endorsement, which shall be identified in the certificate of insurance provided to the City. 3.The certificate shall be signed by an agent authorized to bind coverage on behalf of the insured, be complete in its entirety, and show complete insurance carrier names as listed in the current A.M. Best Property & Casualty Guide 4.The insurers for all policies must be licensed and/or approved to do business in the State of Texas. Except for workers’ compensation, all insurers must have a minimum rating of A-: VII in the current A. M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of City is required. 5.All applicable policies shall include a Waiver of Subrogation (Rights of Recovery) in favor of the City. In addition, the Contractor agrees to waive all rights of subrogation against the Engineer (if applicable), and each additional insured identified in the Supplementary Conditions CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 17 of 63 6.Failure of the City to demand such certificates or other evidence of full compliance with the insurance requirements or failure of the City to identify a deficiency from evidence that is provided shall not be construed as a waiver of Contractor’s obligation to maintain such lines of insurance coverage. 7.If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. 8.Unless otherwise stated, all required insurance shall be written on the “occurrence basis”. If coverage is underwritten on a claims-made basis, the retroactive date shall be coincident with or prior to the date of the effective date of the agreement and the certificate of insurance shall state that the coverage is claims-made and the retroactive date. The insurance coverage shall be maintained for the duration of the Contract and for three (3) years following Final Acceptance provided under the Contract Documents or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall evidence such insurance coverage. 9.Policies shall have no exclusions by endorsements, which, neither nullify or amend, the required lines of coverage, nor decrease the limits of said coverage unless such endorsements are approved in writing by the City. In the event a Contract has been bid or executed and the exclusions are determined to be unacceptable or the City desires additional insurance coverage, and the City desires the contractor/engineer to obtain such coverage, the contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%. 10.Any self-insured retention (SIR), in excess of $25,000.00, affecting required insurance coverage shall be approved by the City in regards to asset value and stockholders' equity. In lieu of traditional insurance, alternative coverage maintained through insurance pools or risk retention groups, or self-funding, must also be approved by City. 11.Any deductible in excess of $5,000.00, for any policy that does not provide coverage on a first-dollar basis, must be acceptable to and approved by the City. 12.City, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable adjustments to insurance coverage’s and their limits when deemed necessary and prudent by the City based upon the scope of the Work, changes in statutory law, court decision or the claims history of the industry as well as of the contracting party to the City. The City shall be required to provide prior notice of 90 days, and the insurance adjustments shall be incorporated into the Work by Change Order. 13.City shall be entitled, upon written request and without expense, to receive copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modifications of particular policy terms, conditions, limitations, or exclusions necessary to conform the policy and endorsements to the requirements of the Contract. Deletions, revisions, or modifications shall not be required where policy provisions are established by CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 18 of 63 law or regulations binding upon either party or the underwriter on any such policies. 14.City shall not be responsible for the direct payment of insurance premium costs for Contractor’s insurance. 5.04Contractor’s Insurance A.Workers Compensation and Employers’ Liability.Contractor shall purchase and maintain such insurance coverage with limits consistent with statutory benefits outlined in the Texas Workers’ Compensation Act (Texas Labor Code, Ch. 406, as amended), and minimum limits for Employers’ Liability as is appropriate for the Work being performed and as will provide protection from claims set forth below which may arise out of or result from Contractor’s performance of the Work and Contractor’s other obligations under the Contract Documents, whether it is to be performed by Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable: 1.claims under workers’ compensation, disability benefits, and other similar employee benefit acts; 2.claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor’s employees. B.Commercial General Liability.Coverage shall include but not be limited to covering liability (bodily injury or property damage) arising from: premises/operations, independent contractors, products/completed operations, personal injury, liability under an insured contract, and explosion/collapse/underground (where those exposures exist). Insurance shall be provided on an occurrence basis, and as comprehensive as the current Insurance Services Office (ISO) policy. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the City. The Commercial General Liability policy, shall have no exclusions by endorsements that would alter of nullify premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained with the policy, unless the City approves such exclusions in writing. For construction projects that present a substantial completed operation exposure, the City may require the contractor to maintain completed operations coverage for a minimum of no less than three (3) years following the completion of the project (if identified in the Supplementary Conditions). C.Automobile Liability.A commercial business auto policy shall provide coverage on “any auto”, defined as autos owned, hired and non-owned and provide indemnity for claims for damages because bodily injury or death of any person and or property damage arising out of the work, maintenance or use of any motor vehicle by the Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 19 of 63 D.Railroad Protective Liability.If any of the work or any warranty work is within the limits of railroad right-of-way, the Contractor shall comply with the requirements identified in the Supplementary Conditions. E.Notification of Policy Cancellation:Contractor shall immediately notify City upon cancellation or other loss of insurance coverage. Contractor shall stop work until replacement insurance has been procured. There shall be no time credit for days not worked pursuant to this section. 5.05Acceptance of Bonds and Insurance; Option to Replace If City has any objection to the coverage afforded by or other provisions of the bonds or insurance required to be purchased and maintained by the Contractor in accordance with Article 5 on the basis of non-conformance with the Contract Documents, the City shall so notify the Contractor in writing within 10 Business Days after receipt of the certificates (or other evidence requested). Contractor shall provide to the City such additional information in respect of insurance provided as the City may reasonably request. If Contractor does not purchase or maintain all of the bonds and insurance required by the Contract Documents, the City shall notify the Contractor in writing of such failure prior to the start of the Work, or of such failure to maintain prior to any change in the required coverage. ARTICLE 6 – CONTRACTOR’S RESPONSIBILITIES 6.01Supervision and Superintendence A.Contractor shall supervise, inspect, and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction. B.At all times during the progress of the Work, Contractor shall assign a competent Superintendent, who is proficient in English, and who shall not be replaced without written notice to City. If at any time the Superintendent is not satisfactory to the City, Contractor shall, if requested by City, replace the Superintendent with another satisfactory to City. C.Contractor shall notify the City 24 hours prior to moving areas during the sequence of construction. 6.02Labor; Working Hours A.Contractor shall provide competent, suitably qualified personnel to perform construction as required by the Contract Documents. Contractor shall at all times maintain good discipline and order at the Site. B.Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto, and except as otherwise stated in the Contract Documents, all Work at the Site shall be performed during Regular Working Hours. Contractor will not permit the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 20 of 63 performance of Work beyond Regular Working Hours or for Weekend Working Hours without City’s written consent (which will not be unreasonably withheld). Written request (by letter or electronic communication) to perform Work: 1.for beyond Regular Working Hours, request must be made by noon at least two (2) Business Days prior 2.for Weekend Working Hours, request must be made by noon of the preceding Wednesday 3.for legal holidays, request must be made by noon seven Days prior to the legal holiday. 6.03Services, Materials, and Equipment A.Unless otherwise specified in the Contract Documents, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, Contractor required testing, start-up, and completion of the Work, whether or not such items are specifically called for in the Contract Documents. B.All materials and equipment incorporated into the Work shall be as specified or, if not specified, shall be of sufficient quality to complete the Work and new, except as otherwise provided in the Contract Documents. All special warranties and guarantees required by the Specifications shall expressly run to the benefit of City. If required by City, Contractor shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment. C.All materials and equipment to be incorporated into the Work shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as otherwise may be provided in the Contract Documents. D.All items of standard equipment to be incorporated into the Work shall be the latest model at the time of bid, unless otherwise specified. 6.04Project Schedule A.Contractor shall adhere to the Project Schedule established in accordance with Paragraph 2.07 and the General Requirements as it may be adjusted from time to time as provided below. 1.Contractor shall submit to City for acceptance (to the extent indicated in Paragraph 2.07 and the General Requirements) proposed adjustments in the Project Schedule that will not result in changing the Contract Time. Such adjustments will comply with any provisions of the General Requirements applicable thereto. 2.Contractor shall submit to City a monthly Project Schedule with a monthly progress payment CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 21 of 63 for the duration of the Contract in accordance with the schedule specification 01 32 16. 3.Proposed adjustments in the Project Schedule that will change the Contract Time shall be submitted in accordance with the requirements of Article 12. Adjustments in Contract Time may only be made by a Change Order. 6.05Substitutes and “Or-Equals” A.Whenever an item of material or equipment is specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular Supplier, the specification or description is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent, or “or-equal” item or no substitution is permitted, other items of material or equipment of other Suppliers may be submitted to City for review under the circumstances described below. 1.“Or-Equal” Items:If in City’s sole discretion an item of material or equipment proposed by Contractor is functionally equal to that named and sufficiently similar so that no change in related Work will be required, it may be considered by City as an “or-equal” item, in which case review and approval of the proposed item may, in City’s sole discretion, be accomplished without compliance with some or all of the requirements for approval of proposed substitute items. For the purposes of this Paragraph 6.05.A.1, a proposed item of material or equipment will be considered functionally equal to an item so named if: a.the City determines that: 1)it is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics; 2)it will reliably perform at least equally well the function and achieve the results imposed by the design concept of the completed Project as a functioning whole; and 3)it has a proven record of performance and availability of responsive service; and 4)it is not objectionable to the City. b.Contractor certifies that, if approved and incorporated into the Work: 1)there will be no increase in cost to the City or increase in Contract Time; and 2)it will conform substantially to the detailed requirements of the item named in the Contract Documents. 2.Substitute Items: a.If in City’s sole discretion an item of material or equipment proposed by Contractor does not qualify as an “or-equal” item under Paragraph 6.05.A.1, it may be submitted as a CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 22 of 63 proposed substitute item. b.Contractor shall submit sufficient information as provided below to allow City to determine if the item of material or equipment proposed is essentially equivalent to that named and an acceptable substitute therefor. Requests for review of proposed substitute items of material or equipment will not be accepted by City from anyone other than Contractor. c.Contractor shall make written application to City for review of a proposed substitute item of material or equipment that Contractor seeks to furnish or use. The application shall comply with Section 01 25 00 and: 1)shall certify that the proposed substitute item will: a)perform adequately the functions and achieve the results called for by the general design; b)be similar in substance to that specified; c)be suited to the same use as that specified; and 2)will state: a)the extent, if any, to which the use of the proposed substitute item will prejudice Contractor’s achievement of final completion on time; b)whether use of the proposed substitute item in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct contract with City for other work on the Project) to adapt the design to the proposed substitute item; c)whether incorporation or use of the proposed substitute item in connection with the Work is subject to payment of any license fee or royalty; and 3)will identify: a)all variations of the proposed substitute item from that specified; b)available engineering, sales, maintenance, repair, and replacement services; and 4)shall contain an itemized estimate of all costs or credits that will result directly or indirectly from use of such substitute item, including costs of redesign and Damage Claims of other contractors affected by any resulting change. B.Substitute Construction Methods or Procedures:If a specific means, method, technique, sequence, or procedure of construction is expressly required by the Contract Documents, Contractor may furnish or utilize a substitute means, method, technique, sequence, or procedure CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 23 of 63 of construction approved by City. Contractor shall submit sufficient information to allow City, in City’s sole discretion, to determine that the substitute proposed is equivalent to that expressly called for by the Contract Documents. Contractor shall make written application to City for review in the same manner as those provided in Paragraph 6.05.A.2. C.City’s Evaluation:City will be allowed a reasonable time within which to evaluate each proposal or submittal made pursuant to Paragraphs 6.05.A and 6.05.B. City may require Contractor to furnish additional data about the proposed substitute. City will be the sole judge of acceptability. No “or-equal” or substitute will be ordered, installed or utilized until City’s review is complete, which will be evidenced by a Change Order in the case of a substitute and an accepted Submittal for an “or-equal.” City will advise Contractor in writing of its determination. D.Special Guarantee:City may require Contractor to furnish at Contractor’s expense a special performance guarantee, warranty, or other surety with respect to any substitute.Contractor shall indemnify and hold harmless City and anyone directly or indirectly employed by them from and against any and all claims, damages, losses and expenses (including attorneys fees) arising out of the use of substituted materials or equipment. E.City’s Cost Reimbursement: City will record City’s costs in evaluating a substitute proposed or submitted by Contractor pursuant to Paragraphs 6.05.A.2 and 6.05.B. Whether or not City approves a substitute so proposed or submitted by Contractor, Contractor may be required to reimburse City for evaluating each such proposed substitute. Contractor may also be required to reimburse City for the charges for making changes in the Contract Documents (or in the provisions of any other direct contract with City) resulting from the acceptance of each proposed substitute. F.Contractor’s Expense: Contractor shall provide all data in support of any proposed substitute or “or-equal” at Contractor’s expense. G.City Substitute Reimbursement: Costs (savings or charges) attributable to acceptance of a substitute shall be incorporated to the Contract by Change Order. H.Time Extensions: No additional time will be granted for substitutions. 6.06Concerning Subcontractors, Suppliers, and Others A.Contractor shall perform with his own organization, work of a value not less than 35% of the value embraced on the Contract, unless otherwise approved by the City. B.Contractor shall not employ any Subcontractor, Supplier, or other individual or entity, whether initially or as a replacement, against whom City may have reasonable objection. Contractor shall not be required to employ any Subcontractor, Supplier, or other individual or entity to furnish or perform any of the Work against whom Contractor has reasonable objection (excluding those acceptable to City as indicated in Paragraph 6.06.C). C.The City may from time to time require the use of certain Subcontractors, Suppliers, or other CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 24 of 63 individuals or entities on the project, and will provide such requirements in the Supplementary Conditions. D.Contractor shall be fully responsible to City for all acts and omissions of the Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work just as Contractor is responsible for Contractor’s own acts and omissions. Nothing in the Contract Documents: 1.shall create for the benefit of any such Subcontractor, Supplier, or other individual or entity any contractual relationship between City and any such Subcontractor, Supplier or other individual or entity; nor 2.shall create any obligation on the part of City to pay or to see to the payment of any moneys due any such Subcontractor, Supplier, or other individual or entity except as may otherwise be required by Laws and Regulations. E.Contractor shall be solely responsible for scheduling and coordinating the Work of Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work under a direct or indirect contract with Contractor. F.All Subcontractors, Suppliers, and such other individuals or entities performing or furnishing any of the Work shall communicate with City through Contractor. G.All Work performed for Contractor by a Subcontractor or Supplier will be pursuant to an appropriate agreement between Contractor and the Subcontractor or Supplier which specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract Documents for the benefit of City. 6.07Wage Rates A.Duty to pay Prevailing Wage Rates.The Contractor shall comply with all requirements of Chapter 2258, Texas Government Code (as amended), including the payment of not less than the rates determined by the City Council of the City of Denton to be the prevailing wage rates in accordance with Chapter 2258. Such prevailing wage rates are included in these Contract Documents. B.Penalty for Violation.A Contractor or any Subcontractor who does not pay the prevailing wage shall, upon demand made by the City, pay to the City $60 for each worker employed for each calendar day or part of the day that the worker is paid less than the prevailing wage rates stipulated in these contract documents. This penalty shall be retained by the City to offset its administrative costs, pursuant to Texas Government Code 2258.023. C.Complaints of Violations and City Determination of Good Cause.On receipt of information, including a complaint by a worker, concerning an alleged violation of 2258.023, Texas Government Code, by a Contractor or Subcontractor, the City shall make an initial determination, before the 31st day after the date the City receives the information, as to whether CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 25 of 63 good cause exists to believe that the violation occurred. The City shall notify in writing the Contractor or Subcontractor and any affected worker of its initial determination. Upon the City’s determination that there is good cause to believe the Contractor or Subcontractor has violated Chapter 2258, the City shall retain the full amounts claimed by the claimant or claimants as the difference between wages paid and wages due under the prevailing wage rates, such amounts being subtracted from successive progress payments pending a final determination of the violation. D.Arbitration Required if Violation Not Resolved.An issue relating to an alleged violation of Section 2258.023, Texas Government Code, including a penalty owed to the City or an affected worker, shall be submitted to binding arbitration in accordance with the Texas General Arbitration Act (Article 224 et seq., Revised Statutes) if the Contractor or Subcontractor and any affected worker does not resolve the issue by agreement before the 15th day after the date the City makes its initial determination pursuant to Paragraph C above. If the persons required to arbitrate under this section do not agree on an arbitrator before the 11th day after the date that arbitration is required, a district court shall appoint an arbitrator on the petition of any of the persons. The City is not a party in the arbitration. The decision and award of the arbitrator is final and binding on all parties and may be enforced in any court of competent jurisdiction. E.Records to be Maintained.The Contractor and each Subcontractor shall, for a period of three (3) years following the date of acceptance of the work, maintain records that show (i) the name and occupation of each worker employed by the Contractor in the construction of the Work provided for in this Contract; and (ii) the actual per diem wages paid to each worker. The records shall be open at all reasonable hours for inspection by the City. The provisions of Paragraph 6.23, Right to Audit, shall pertain to this inspection. F.Progress Payments. With each progress payment or payroll period, whichever is less, the Contractor shall submit an affidavit stating that the Contractor has complied with the requirements of Chapter 2258, Texas Government Code. G.Posting of Wage Rates. The Contractor shall post prevailing wage rates in a conspicuous place at all times. H.Subcontractor Compliance. The Contractor shall include in its subcontracts and/or shall otherwise require all of its Subcontractors to comply with Paragraphs A through G above. 6.08Patent Fees and Royalties A.Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Work and if, to the actual knowledge of City, its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by City in the Contract Documents. Failure of the City to disclose such information does not relieve the Contractor from its obligations to pay for the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 26 of 63 use of said fees or royalties to others. B.To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless City, from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product, or device not specified in the Contract Documents. 6.09Permits and Utilities A.Contractor obtained permits and licenses.Contractor shall obtain and pay for all construction permits and licenses except those provided for in the Supplementary Conditions or Contract Documents. City shall assist Contractor, when necessary, in obtaining such permits and licenses. Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time of opening of Bids, or, if there are no Bids, on the Effective Date of the Agreement, except for permits provided by the City as specified in 6.09.B. City shall pay all charges of utility owners for connections for providing permanent service to the Work. B.City obtained permits and licenses.City will obtain and pay for all permits and licenses as provided for in the Supplementary Conditions or Contract Documents. It will be the Contractor’s responsibility to carry out the provisions of the permit. If the Contractor initiates changes to the Contract and the City approves the changes, the Contractor is responsible for obtaining clearances and coordinating with the appropriate regulatory agency. The City will not reimburse the Contractor for any cost associated with these requirements of any City acquired permit. The following are permits the City will obtain if required: 1.Texas Department of Transportation Permits 2.U.S. Army Corps of Engineers Permits 3.Texas Commission on Environmental Quality Permits 4.Railroad Company Permits 5.Texas Department of Licensing and Regulation (TDLR) Permits C.Outstanding permits and licenses.The City anticipates acquisition of and/or access to permits and licenses. Any outstanding permits and licenses are anticipated to be acquired in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must consider any outstanding permits and licenses. 6.10Laws and Regulations CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 27 of 63 A.Contractor shall give all notices required by and shall comply with all Laws and Regulations applicable to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, the City shall not be responsible for monitoring Contractor’s compliance with any Laws or Regulations. B.If Contractor performs any Work knowing or having reason to know that it is contrary to Laws or Regulations, Contractor shall bear all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such Work. However, it shall not be Contractor’s responsibility to make certain that the Specifications and Drawings are in accordance with Laws and Regulations, but this shall not relieve Contractor of Contractor’s obligations under Paragraph 3.02. C.Changes in Laws or Regulations not known at the time of opening of Bids having an effect on the cost or time of performance of the Work may be the subject of an adjustment in Contract Price or Contract Time. 6.11Taxes A.On a contract awarded by the City, an organization which qualifies for exemption pursuant to Texas Tax Code, Subchapter H (as amended), the Contractor may purchase, rent or lease all materials, supplies and equipment used or consumed in the performance of this contract by issuing to his supplier an exemption certificate in lieu of the tax, said exemption certificate to comply with State Comptroller’s Rulings applicable to Texas Tax Code, Subchapter H. Any such exemption certificate issued to the Contractor in lieu of the tax shall be subject to and shall comply with all applicable rulings pertaining to the Texas Tax Code, Subchapter H. B.Texas Tax permits and information may be obtained from: 1.Comptroller of Public Accounts Sales Tax Division Capitol Station Austin, TX 78711; or 2. http://www.window.state.tx.us/taxinfo/taxforms/93-forms.html 6.12Use of Site and Other Areas A.Limitation on Use of Site and Other Areas: 1.Contractor shall confine construction equipment, the storage of materials and equipment, and the operations of workers to the Site and other areas permitted by Laws and Regulations, and shall not unreasonably encumber the Site and other areas with construction equipment or other materials or equipment. Contractor shall assume full responsibility for any damage to any such land or area, or to the owner or occupant thereof, or of any adjacent land or areas CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 28 of 63 resulting from the performance of the Work. 2.At any time when, in the judgment of the City, the Contractor has obstructed, closed, or is carrying on operations in a portion of a street, right-of-way, or easement greater than is necessary for proper execution of the Work, the City may require the Contractor to finish the section on which operations are in progress before work is commenced on any additional area of the Site. 3.Construction equipment, spoil materials, supplies, forms, buildings, labs, or equipment and supply storage buildings, or any other item that may be transported by flood flows, shall not be stored within existing federal floodways during the course of the Work. 4.Should any Damage Claim be made by any such owner or occupant because of the performance of the Work, Contractor shall promptly attempt to resolve the Damage Claim. 5.Pursuant to Paragraph 6.21, Contractor shall indemnify and hold harmless City, from and against all claims, costs, losses, and damages arising out of or relating to any claim or action, legal or equitable, brought by any such owner or occupant against City. B.Removal of Debris During Performance of the Work:During the progress of the Work Contractor shall keep the Site and other areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris shall conform to applicable Laws and Regulations. C.Site Maintenance Cleaning:24 hours after written notice is given to the Contractor that the clean-up on the job site is proceeding in a manner unsatisfactory to the City, if the Contractor fails to correct the unsatisfactory procedure, the City may take such direct action as the City deems appropriate to correct the clean-up deficiencies cited to the Contractor in the written notice (by letter or electronic communication), and the costs of such direct action, plus 25% of such costs, shall be deducted from the monies due or to become due to the Contractor. D.Final Site Cleaning:Prior to Final Acceptance of the Work, Contractor shall clean the Site and the Work and make it ready for utilization by City or adjacent property owner. At the completion of the Work Contractor shall remove from the Site all tools, appliances, construction equipment and machinery, and surplus materials and shall restore to original condition or better all property disturbed by the Work. E.Loading Structures:Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. 6.13Record Documents A.Contractor shall maintain in a safe place at the Site or in a place designated by the Contractor and approved by the City, one (1) record copy of all Drawings, Specifications, Addenda, Change Orders, Field Orders, and written interpretations and clarifications in good order and annotated to CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 29 of 63 show changes made during construction. These record documents together with all approved Samples and a counterpart of all accepted Submittals will be available to City for reference. Upon completion of the Work, these record documents, any operation and maintenance manuals, and Submittals will be delivered to City prior to Final Inspection. Contractor shall include accurate locations for buried and embedded items. 6.14Safety and Protection A.Contractor shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. Such responsibility does not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with applicable safety Laws and Regulations. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: 1.all persons on the Site or who may be affected by the Work; 2.all the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site; and 3.other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction. B.Contractor shall comply with all applicable Laws and Regulations relating to the safety of persons or property, or to the protection of persons or property from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify owners of adjacent property and of Underground Facilities and other utility owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property. C.Contractor shall comply with the applicable requirements of City’s safety programs, if any. D.Contractor shall inform City of the specific requirements of Contractor’s safety program, if any, with which City’s employees and representatives must comply while at the Site. E.All damage, injury, or loss to any property referred to in Paragraph 6.14.A.2 or 6.14.A.3 caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier, or any other individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, shall be remedied by Contractor. F.Contractor’s duties and responsibilities for safety and for protection of the Work shall continue until such time as all the Work is completed and City has accepted the Work. 6.15Safety Representative Contractor shall inform City in writing of Contractor’s designated safety representative at the Site. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 30 of 63 6.16Hazard Communication Programs Contractor shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers in accordance with Laws or Regulations. 6.17Emergencies and/or Rectification A.In emergencies affecting the safety or protection of persons or the Work or property at the Site or adjacent thereto, Contractor is obligated to act to prevent threatened damage, injury, or loss. Contractor shall give City prompt written notice if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby or are required as a result thereof. If City determines that a change in the Contract Documents is required because of the action taken by Contractor in response to such an emergency, a Change Order may be issued. B.Should the Contractor fail to respond to a request from the City to rectify any discrepancies, omissions, or correction necessary to conform with the requirements of the Contract Documents, the City shall give the Contractor written notice that such work or changes are to be performed. The written notice shall direct attention to the discrepant condition and request the Contractor to take remedial action to correct the condition. In the event the Contractor does not take positive steps to fulfill this written request, or does not show just cause for not taking the proper action, within 24 hours, the City may take such remedial action with City resources or by contract. The City shall deduct an amount equal to the entire costs for such remedial action, plus 25%, from any funds due or become due the Contractor on the Project. 6.18Submittals A.Contractor shall submit required Submittals to City for review and acceptance in accordance with the accepted Schedule of Submittals (as required by Paragraph 2.07). Each submittal will be identified as City may require. 1.Submit in accordance with the General Requirements. 2.Data shown on the Submittals will be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data, to demonstrate to City the services, materials, and equipment Contractor proposes to provide, and to enable City to review the information for the limited purposes required by Paragraph 6.18.C. 3.Submittals submitted as herein provided by Contractor and reviewed by City for conformance with the design concept shall be executed in conformity with the Contract Documents unless otherwise required by City. 4.When Submittals are submitted for the purpose of showing the installation in greater detail, their review shall not excuse Contractor from requirements shown on the Drawings and Specifications. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 31 of 63 5.For-Information-Only submittals upon which the City is not expected to conduct review or take responsive action may be so identified in the Contract Documents. 6.Submit required number of Samples specified in the Specifications. 7.Clearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers, the use for which intended and other data as City may require to enable City to review the submittal for the limited purposes required by Paragraph 6.18.C. B.Where a Submittal is required by the Contract Documents or the Schedule of Submittals, any related Work performed prior to City’s review and acceptance of the pertinent submittal will be at the sole expense and responsibility of Contractor. C.City’s Review: 1.City will provide timely review of required Submittals in accordance with the Schedule of Submittals acceptable to City. City’s review and acceptance will be only to determine if the items covered by the submittals will, after installation or incorporation in the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2.City’s review and acceptance will not extend to means, methods, techniques, sequences, or procedures of construction (except where a particular means, method, technique, sequence, or procedure of construction is specifically and expressly called for by the Contract Documents) or to safety precautions or programs incident thereto. The review and acceptance of a separate item as such will not indicate approval of the assembly in which the item functions. 3.City’s review and acceptance shall not relieve Contractor from responsibility for any variation from the requirements of the Contract Documents unless Contractor has complied with the requirements of Section 01 33 00 and City has given written acceptance of each such variation by specific written notation thereof incorporated in or accompanying the Submittal. City’s review and acceptance shall not relieve Contractor from responsibility for complying with the requirements of the Contract Documents. 6.19Continuing the Work Except as otherwise provided, Contractor shall carry on the Work and adhere to the Project Schedule during all disputes or disagreements with City. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as City and Contractor may otherwise agree in writing. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 32 of 63 6.20Contractor’s General Warranty and Guarantee A.Contractor warrants and guarantees to City that all Work will be in accordance with the Contract Documents and will not be defective. City and its officers, directors, members, partners, employees, agents, consultants, and subcontractors shall be entitled to rely on representation of Contractor’s warranty and guarantee. B.Contractor’s warranty and guarantee hereunder excludes defects or damage caused by: 1.abuse, modification, or improper maintenance or operation by persons other than Contractor, Subcontractors, Suppliers, or any other individual or entity for whom Contractor is responsible; or 2.normal wear and tear under normal usage. C.Contractor’s obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents or a release of Contractor’s obligation to perform the Work in accordance with the Contract Documents: 1.observations by City; 2.recommendation or payment by City of any progress or final payment; 3.the issuance of a certificate of Final Acceptance by City or any payment related thereto by City; 4.use or occupancy of the Work or any part thereof by City; 5.any review and acceptance of a Submittal by City; 6.any inspection, test, or approval by others; or 7.any correction of defective Work by City. D.The Contractor shall remedy any defects or damages in the Work and pay for any damage to other work or property resulting therefrom which shall appear within a period of two (2) years from the date of Final Acceptance of the Work unless a longer period is specified and shall furnish a good and sufficient maintenance bond, complying with the requirements of Article 5.02.B. The City will give notice of observed defects with reasonable promptness. 6.21Indemnification A.Contractor covenants and agrees to indemnify, hold harmless and defend, at its own expense, the City, its officers, servants and employees, from and against any and all claims arising out of, or alleged to arise out of, the work and services to be performed by the Contractor, its officers, agents, employees, subcontractors, licenses or invitees under this CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 33 of 63 Contract. THIS INDEMNIFICATION PROVISION IS SPECIFICALLY INTENDED TO OPERATE AND BE EFFECTIVE EVEN IF IT IS ALLEGED OR PROVEN THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED, IN WHOLE OR IN PART, BY ANY ACT, OMISSION OR NEGLIGENCE OF THE CITY. This indemnity provision is intended to include, without limitation, indemnity for costs, expenses and legal fees incurred by the City in defending against such claims and causes of actions. B.Contractor covenants and agrees to indemnify and hold harmless, at its own expense, the City, its officers, servants and employees, from and against any and all loss, damage or destruction of property of the City, arising out of, or alleged to arise out of, the work and services to be performed by the Contractor, its officers, agents, employees, subcontractors, licensees or invitees under this Contract. THIS INDEMNIFICATION PROVISION IS SPECIFICALLY INTENDED TO OPERATE AND BE EFFECTIVE EVEN IF IT IS ALLEGED OR PROVEN THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED, IN WHOLE OR IN PART, BY ANY ACT, OMISSION OR NEGLIGENCE OF THE CITY. 6.22Delegation of Professional Design Services A.Contractor will not be required to provide professional design services unless such services are specifically required by the Contract Documents for a portion of the Work or unless such services are required to carry out Contractor’s responsibilities for construction means, methods, techniques, sequences and procedures. B.If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of Contractor by the Contract Documents, City will specify all performance and design criteria that such services must satisfy. Contractor shall cause such services or certifications to be provided by a properly licensed professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, and Submittals prepared by such professional. Submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional’s written approval when submitted to City. C.City shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided City has specified to Contractor performance and design criteria that such services must satisfy. D.Pursuant to this Paragraph 6.22, City’s review and acceptance of design calculations and design drawings will be only for the limited purpose of checking for conformance with performance and design criteria given and the design concept expressed in the Contract Documents. City’s review and acceptance of Submittals (except design calculations and design drawings) will be only for the purpose stated in Paragraph 6.18.C. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 34 of 63 6.23Right 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. 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. 6.24Nondiscrimination A.The City is responsible for operating Public Transportation Programs and implementing transit- related projects, which are funded in part with Federal financial assistance awarded by the U.S. Department of Transportation and the Federal Transit Administration (FTA), without discriminating against any person in the United States on the basis of race, color, or national origin. B.Title VI, Civil Rights Act of 1964 as amended:Contractor shall comply with the requirements of the Act and the Regulations as further defined in the Supplementary Conditions for any project receiving Federal assistance. ARTICLE 7 – OTHER WORK AT THE SITE 7.01Related Work at Site A.City may perform other work related to the Project at the Site with City’s employees, or other City contractors, or through other direct contracts therefor, or have other work performed by utility owners. If such other work is not noted in the Contract Documents, then written notice thereof will be given to Contractor prior to starting any such other work; and B.Contractor shall afford each other contractor who is a party to such a direct contract, each utility owner, and City, if City is performing other work with City’s employees or other City contractors, proper and safe access to the Site, provide a reasonable opportunity for the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 35 of 63 introduction and storage of materials and equipment and the execution of such other work, and properly coordinate the Work with theirs. Contractor shall do all cutting, fitting, and patching of the Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work. Contractor shall not endanger any work of others by cutting, excavating, or otherwise altering such work; provided, however, that Contractor may cut or alter others' work with the written consent of City and the others whose work will be affected. C.If the proper execution or results of any part of Contractor’s Work depends upon work performed by others under this Article 7, Contractor shall inspect such other work and promptly report to City in writing any delays, defects, or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of Contractor’s Work. Contractor’s failure to so report will constitute an acceptance of such other work as fit and proper for integration with Contractor’s Work except for latent defects in the work provided by others. 7.02Coordination A.If City intends to contract with others for the performance of other work on the Project at the Site, the following will be set forth in Supplementary Conditions: 1.the individual or entity who will have authority and responsibility for coordination of the activities among the various contractors will be identified; 2.the specific matters to be covered by such authority and responsibility will be itemized; and 3.the extent of such authority and responsibilities will be provided. B.Unless otherwise provided in the Supplementary Conditions, City shall have authority for such coordination. ARTICLE 8 – CITY’S RESPONSIBILITIES 8.01Communications to Contractor Except as otherwise provided in the Supplementary Conditions, City shall issue all communications to Contractor. 8.02Furnish Data City shall timely furnish the data required under the Contract Documents. 8.03Pay When Due City shall make payments to Contractor in accordance with Article 14. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 36 of 63 8.04Lands and Easements; Reports and Tests City’s duties with respect to providing lands and easements and providing engineering surveys to establish reference points are set forth in Paragraphs 4.01 and 4.05. Paragraph 4.02 refers to City’s identifying and making available to Contractor copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at or contiguous to the Site that have been utilized by City in preparing the Contract Documents. 8.05Change Orders City shall execute Change Orders in accordance with Paragraph 10.03. 8.06Inspections, Tests, and Approvals City’s responsibility with respect to certain inspections, tests, and approvals is set forth in Paragraph 13.03. 8.07Limitations on City’s Responsibilities A.The City shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. City will not be responsible for Contractor’s failure to perform the Work in accordance with the Contract Documents. B.City will notify the Contractor of applicable safety plans pursuant to Paragraph 6.14. 8.08Undisclosed Hazardous Environmental Condition City’s responsibility with respect to an undisclosed Hazardous Environmental Condition is set forth in Paragraph 4.06. 8.09Compliance with Safety Program While at the Site, City’s employees and representatives shall comply with the specific applicable requirements of Contractor’s safety programs of which City has been informed pursuant to Paragraph 6.14. ARTICLE 9 – CITY’S OBSERVATION STATUS DURING CONSTRUCTION 9.01 City’s Project Manager or Duly Authorized Representative City will provide a Project Manager or duly authorized representative during the construction period. The duties and responsibilities and the limitations of authority of City’s Project Manager or duly appointed representative during construction are set forth in the Contract Documents. City’s Project Manager for this Contract is as set forth in the Supplementary Conditions. City will establish a duly authorized representative at the Preconstruction Meeting in accordance with Section 01 31 19. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 37 of 63 9.02Visits to Site A.City will make visits to the Site at intervals appropriate to the various stages of construction as City deems necessary in order to observe the progress that has been made and the quality of the various aspects of Contractor’s executed Work. Based on information obtained during such visits and observations, City will determine, in general, if the Work is proceeding in accordance with the Contract Documents. City will not be required to make exhaustive or continuous inspections on the Site to check the quality or quantity of the Work. City’s efforts will be directed toward providing City a greater degree of confidence that the completed Work will conform generally to the Contract Documents. B.City’s visits and observations are subject to all the limitations on authority and responsibility set forth in Paragraph 8.07. Particularly, but without limitation, during or as a result of City’s visits or observations of Contractor’s Work, City will not supervise, direct, control, or have authority over or be responsible for Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. 9.03Authorized Variations in Work City’s Project Manager or duly authorized representative may authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Time and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. These may be accomplished by a Field Order and will be binding on City and also on Contractor, who shall perform the Work involved promptly. 9.04Rejecting Defective Work City will have authority to reject Work which City’s Project Manager or duly authorized representative believes to be defective, or will not produce a completed Project that conforms to the Contract Documents or that will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. City will have authority to conduct special inspection or testing of the Work as provided in Article 13, whether or not the Work is fabricated, installed, or completed. 9.05Determinations for Work Performed Contractor will determine the actual quantities and classifications of Work performed. City’s Project Manager or duly authorized representative will review with Contractor the preliminary determinations on such matters before rendering a written recommendation. City’s written decision will be final (except as modified to reflect changed factual conditions or more accurate data). CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 38 of 63 9.06Decisions on Requirements of Contract Documents and Acceptability of Work A.City will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. B.City will render a written decision on any issue referred. C.City’s written decision on the issue referred will be final and binding on the Contractor, subject to the provisions of Paragraph 10.06. ARTICLE 10 – CHANGES IN THE WORK; CLAIMS; EXTRA WORK 10.01Authorized Changes in the Work A.Without invalidating the Contract and without notice to any surety, City may, at any time or from time to time, order Extra Work. Upon notice of such Extra Work, Contractor shall proceed with the Work involved only upon receiving written notice from City. Extra Work will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). Extra Work shall be memorialized by a Change Order which may or may not precede an order of Extra work. B.For minor changes of Work not requiring changes to Contract Time or Contract Price, a Field Order may be issued by the City. 10.02Unauthorized Changes in the Work Contractor shall not be entitled to an increase in the Contract Price or an extension of the Contract Time with respect to any work performed that is not required by the Contract Documents as amended, modified, or supplemented as provided in Paragraph 3.04, except in the case of an emergency as provided in Paragraph 6.17. 10.03Execution of Change Orders A.City and Contractor shall execute appropriate Change Orders covering: 1.changes in the Work which are: (i) ordered by City pursuant to Paragraph 10.01.A, (ii) required because of acceptance of defective Work under Paragraph 13.08 or City’s correction of defective Work under Paragraph 13.09, or (iii) agreed to by the parties; 2.changes in the Contract Price or Contract Time which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed. 10.04Dispute ofExtra Work A.Should a difference arise as to what does or does not constitute Extra Work, or as to the payment thereof, and the City insists upon its performance, the Contractor shall proceed with the work after making written request for written orders and shall keep accurate account of the actual CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 39 of 63 reasonable cost thereof. Contract Claims regarding Extra Work shall be made pursuant to Paragraph 10.06. B.The Contractor shall furnish the City such installation records of all deviations from the original Contract Documents as may be necessary to enable the City to prepare for permanent record a corrected set of plans showing the actual installation. C.The compensation agreed upon for Extra Work whether or not initiated by a Change Order shall be a full, complete and final payment for all costs Contractor incurs as a result or relating to the change or Extra Work, whether said costs are known, unknown, foreseen or unforeseen at that time, including without limitation, any costs for delay, extended overhead, ripple or impact cost, or any other effect on changed or unchanged work as a result of the change or Extra Work. 10.05Notification to Surety If the provisions of any bond require notice to be given to a surety of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Time), the giving of any such notice will be Contractor’s responsibility. The amount of each applicable bond will be adjusted by the Contractor to reflect the effect of any such change. 10.06Contract Claims Process A.City’s Decision Required: All Contract Claims, except those waived pursuant to Paragraph 14.09, shall be referred to the City for decision. A decision by City shall be required as a condition precedent to any exercise by Contractor of any rights or remedies he may otherwise have under the Contract Documents or by Laws and Regulations in respect of such Contract Claims. B.Notice: 1.Written notice stating the general nature of each Contract Claim shall be delivered by the Contractor to City no later than 15 days after the start of the event giving rise thereto. The responsibility to substantiate a Contract Claim shall rest with the party making the Contract Claim. 2.Notice of the amount or extent of the Contract Claim, with supporting data shall be delivered to the City on or before 45 days from the start of the event giving rise thereto (unless the City allows additional time for Contractor to submit additional or more accurate data in support of such Contract Claim). 3.A Contract Claim for an adjustment in Contract Price shall be prepared in accordance with the provisions of Paragraph 12.01. 4.A Contract Claim for an adjustment in Contract Time shall be prepared in accordance with the provisions of Paragraph 12.02. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 40 of 63 5.Each Contract Claim shall be accompanied by Contractor’s written statement that the adjustment claimed is the entire adjustment to which the Contractor believes it is entitled as a result of said event. 6.The City shall submit any response to the Contractor within 30 days after receipt of the claimant’s last submittal (unless Contract allows additional time). C.City’s Action: City will review each Contract Claim and, within 30 days after receipt of the last submittal of the Contractor, if any, take one of the following actions in writing: 1.deny the Contract Claim in whole or in part; 2.approve the Contract Claim; or 3.notify the Contractor that the City is unable to resolve the Contract Claim if, in the City’s sole discretion, it would be inappropriate for the City to do so. For purposes of further resolution of the Contract Claim, such notice shall be deemed a denial. D.City’s written action under Paragraph 10.06.C will be final and binding, unless City or Contractor invoke the dispute resolution procedure set forth in Article 16 within 30 days of such action or denial. E.No Contract Claim for an adjustment in Contract Price or Contract Time will be valid if not submitted in accordance with this Paragraph 10.06. F.If the City fails to take any action pursuant to Paragraph 10.06 (C) the contract Claim is considered to have been denied by the City. ARTICLE 11 – COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK; PLANS QUANTITY MEASUREMENT 11.01Cost of the Work A.Costs Included:The term Cost of the Work means the sum of all costs, except those excluded in Paragraph 11.01.B, necessarily incurred and paid by Contractor in the proper performance of the Work. When the value of any Work covered by a Change Order, the costs to be reimbursed to Contractor will be only those additional or incremental costs required because of the change in the Work. Such costs shall not include any of the costs itemized in Paragraph 11.01.B, and shall include but not be limited to the following items: 1.Payroll costs for employees in the direct employ of Contractor in the performance of the Work under schedules of job classifications agreed upon by City and Contractor. Such employees shall include, without limitation, superintendents, foremen, and other personnel employed full time on the Work. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include; CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 41 of 63 a.salaries and wages plus the cost of fringe benefits, which shall include social security contributions, unemployment, excise, and payroll taxes, workers’ compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay applicable thereto. The expenses of performing Work outside of Regular Working Hours, Weekend Working Hours, or legal holidays, shall be included in the above to the extent authorized by City. 2.Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and Suppliers’ field services required in connection therewith. 3.Rentals of all construction equipment and machinery, and the parts thereof whether rented from Contractor or others in accordance with rental agreements approved by City, and the costs of transportation, loading, unloading, assembly, dismantling, and removal thereof. All such costs shall be in accordance with the terms of said rental agreements. The rental of any such equipment, machinery, or parts shall cease when the use thereof is no longer necessary for the Work. 4.Payments made by Contractor to Subcontractors for Work performed by Subcontractors. If required by City, Contractor shall obtain competitive bids from subcontractors acceptable to City and Contractor and shall deliver such bids to City, who will then determine, which bids, if any, will be acceptable. If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor’s Cost of the Work and fee shall be determined in the same manner as Contractor’s Cost of the Work and fee as provided in this Paragraph 11.01. 5.Costs of special consultants (including but not limited to engineers, architects, testing laboratories, surveyors, attorneys, and accountants) employed for services specifically related to the Work. 6.Supplemental costs including the following: a.The proportion of necessary transportation, travel, and subsistence expenses of Contractor’s employees incurred in discharge of duties connected with the Work. b.Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, office, and temporary facilities at the Site, and hand tools not owned by the workers, which are consumed in the performance of the Work, and cost, less market value, of such items used but not consumed which remain the property of Contractor. c.Sales, consumer, use, and other similar taxes related to the Work, and for which Contractor is liable not covered under Paragraph 6.11, as imposed by Laws and Regulations. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 42 of 63 d.Deposits lost for causes other than negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses. e.Losses and damages (and related expenses) caused by damage to the Work, not compensated by insurance or otherwise, sustained by Contractor in connection with the performance of the Work, provided such losses and damages have resulted from causes other than the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses shall include settlements made with the written consent and approval of City. No such losses, damages, and expenses shall be included in the Cost of the Work for the purpose of determining Contractor’s fee. f.The cost of utilities, fuel, and sanitary facilities at the Site. g.Minor expenses such as telegrams, long distance telephone calls, telephone and communication services at the Site, express and courier services, and similar petty cash items in connection with the Work. h.The costs of premiums for all bonds and insurance Contractor is required by the Contract Documents to purchase and maintain. B.Costs Excluded:The term Cost of the Work shall not include any of the following items: 1.Payroll costs and other compensation of Contractor’s officers, executives, principals (of partnerships and sole proprietorships), general managers, safety managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor’s principal or branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Paragraph 11.01.A.1 or specifically covered by Paragraph 11.01.A.4, all of which are to be considered administrative costs covered by the Contractor’s fee. 2.Expenses of Contractor’s principal and branch offices other than Contractor’s office at the Site. 3.Any part of Contractor’s capital expenses, including interest on Contractor’s capital employed for the Work and charges against Contractor for delinquent payments. 4.Costs due to the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property. 5.Other overhead or general expense costs of any kind. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 43 of 63 C.Contractor’s Fee:When all the Work is performed on the basis of cost-plus, Contractor’s fee shall be determined as set forth in the Agreement. When the value of any Work covered by a Change Order for an adjustment in Contract Price is determined on the basis of Cost of the Work, Contractor’s fee shall be determined as set forth in Paragraph 12.01.C. D.Documentation:Whenever the Cost of the Work for any purpose is to be determined pursuant to Paragraphs 11.01.A and 11.01.B, Contractor will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in a form acceptable to City an itemized cost breakdown together with supporting data. 11.02Allowances A.Specified Allowance:It is understood that Contractor has included in the Contract Price all allowances so named in the Contract Documents and shall cause the Work so covered to be performed for such sums and by such persons or entities as may be acceptable to City. B.Cash Allowances: 1.Contractor agrees that: a.the cash allowances include the cost to Contractor (less any applicable trade discounts) of materials and equipment required by the allowances to be delivered at the Site, and all applicable taxes; and b.Contractor’s costs for unloading and handling on the Site, labor, installation, overhead, profit, and other expenses contemplated for the cash allowances have been included in the allowances, and no demand for additional payment on account of any of the foregoing will be valid. C.Contingency Allowance:Contractor agrees that a contingency allowance, if any, is for the sole use of City. D.Prior to final payment, an appropriate Change Order will be issued to reflect actual amounts due Contractor on account of Work covered by allowances, and the Contract Price shall be correspondingly adjusted. 11.03Unit Price Work A.Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for each separately identified item of Unit Price Work times the estimated quantity of each item as indicated in the Agreement. B.The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price. Determinations of the actual quantities and classifications of Unit Price Work performed by Contractor will be made by CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 44 of 63 City subject to the provisions of Paragraph 9.05. C.Each unit price will be deemed to include an amount considered by Contractor to be adequate to cover Contractor’s overhead and profit for each separately identified item. Work described in the Contract Documents, or reasonably inferred as required for a functionally complete installation, but not identified in the listing of unit price items shall be considered incidental to unit price work listed and the cost of incidental work included as part of the unit price. D.City may make an adjustment in the Contract Price in accordance with Paragraph 12.01 if: 1.the quantity of any item of Unit Price Work performed by Contractor differs materially and significantly from the estimated quantity of such item indicated in the Agreement; and 2.there is no corresponding adjustment with respect to any other item of Work. E.Increased or Decreased Quantities:The City reserves the right to order Extra Work in accordance with Paragraph 10.01. 1.If the changes in quantities or the alterations do not significantly change the character of work under the Contract Documents, the altered work will be paid for at the Contract unit price. 2.If the changes in quantities or alterations significantly change the character of work, the Contract will be amended by a Change Order. 3.If no unit prices exist, this will be considered Extra Work and the Contract will be amended by a Change Order in accordance with Article 12. 4.A significant change in the character of work occurs when: a.the character of work for any Item as altered differs materially in kind or nature from that in the Contract or b.a Major Item of work varies by more than 25% from the original Contract quantity. 5.When the quantity of work to be done under any Major Item of the Contract is more than 125% of the original quantity stated in the Contract, then either party to the Contract may request an adjustment to the unit price on the portion of the work that is above 125%. 6.When the quantity of work to be done under any Major Item of the Contract is less than 75% of the original quantity stated in the Contract, then either party to the Contract may request an adjustment to the unit price. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 45 of 63 11.04Plans Quantity Measurement for Unclassified Excavation or Embankment A.Plans quantities may or may not represent the exact quantity of work performed or material moved, handled, or placed during the execution of the Contract. The estimated bid quantities are designated as final payment quantities, unless revised by the governing Section or this Article. B.If the quantity measured as outlined under “Price and Payment Procedures” varies by more than 25% (or as stipulated under “Price and Payment Procedures” for specific Items) from the total estimated quantity for an individual Item originally shown in the Contract Documents, an adjustment may be made to the quantity of authorized work done for payment purposes. The party to the Contract requesting the adjustment will provide field measurements and calculations showing the final quantity for which payment will be made. Payment for revised quantity will be made at the unit price bid for that Item, except as provided for in Article 10. C.When quantities are revised by a change in design approved by the City, by Change Order, or to correct an error, or to correct an error on the plans, the plans quantity will be increased or decreased by the amount involved in the change, and the 25% variance will apply to the new plans quantity. D.If the total Contract quantity multiplied by the unit price bid for an individual Item is less than $250 and the Item is not originally a plans quantity Item, then the Item may be paid as a plans quantity Item if the City and Contractor agree in writing to fix the final quantity as a plans quantity. E.For callout work or non-site specific Contracts, the plans quantity measurement requirements are not applicable. ARTICLE 12 – CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIME 12.01Change of Contract Price A.The Contract Price may only be changed by a Change Order. B.The value of any Work covered by a Change Order will be determined as follows: 1.where the Work involved is covered by unit prices contained in the Contract Documents, by application of such unit prices to the quantities of the items involved (subject to the provisions of Paragraph 11.03); or 2.where the Work involved is not covered by unit prices contained in the Contract Documents, by a mutually agreed lump sum or unit price (which may include an allowance for overhead and profit not necessarily in accordance with Paragraph 12.01.C.2), and shall include the cost of any secondary impacts that are foreseeable at the time of pricing the cost of Extra Work; or 3.where the Work involved is not covered by unit prices contained in the Contract Documents CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 46 of 63 and agreement to a lump sum or unit price is not reached under Paragraph 12.01.B.2, on the basis of the Cost of the Work (determined as provided in Paragraph 11.01) plus a Contractor’s fee for overhead and profit (determined as provided in Paragraph 12.01.C). C.Contractor’s Fee:The Contractor’s additional fee for overhead and profit shall be determined as follows: 1.a mutually acceptable fixed fee; or 2.if a fixed fee is not agreed upon, then a fee based on the following percentages of the various portions of the Cost of the Work: a.for costs incurred under Paragraphs 11.01.A.1, 11.01.A.2. and 11.01.A.3, the Contractor’s additional fee shall be 15 percent except for: 1)rental fees for Contractor’s own equipment using standard rental rates; 2)bonds and insurance; b.for costs incurred under Paragraph 11.01.A.4 and 11.01.A.5, the Contractor’s fee shall be five percent (5%); 1)where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is agreed upon, the intent of Paragraphs 12.01.C.2.a and 12.01.C.2.b is that the Subcontractor who actually performs the Work, at whatever tier, will be paid a fee of 15 percent of the costs incurred by such Subcontractor under Paragraphs 11.01.A.1 and 11.01.A.2 and that any higher tier Subcontractor and Contractor will each be paid a fee of five percent (5%) of the amount paid to the next lower tier Subcontractor, however in no case shall the cumulative total of fees paid be in excess of 25%; c.no fee shall be payable on the basis of costs itemized under Paragraphs 11.01.A.6, and 11.01.B; d.the amount of credit to be allowed by Contractor to City for any change which results in a net decrease in cost will be the amount of the actual net decrease in cost plus a deduction in Contractor’s fee by an amount equal to five percent (5%) of such net decrease. 12.02Change of Contract Time A.The Contract Time may only be changed by a Change Order. B.No extension of the Contract Time will be allowed for Extra Work or for claimed delay unless the Extra Work contemplated or claimed delay is shown to be on the critical path of the Project Schedule or Contractor can show by Critical Path Method analysis how the Extra Work or claimed delay adversely affects the critical path. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 47 of 63 12.03Delays A.Where Contractor is reasonably delayed in the performance or completion of any part of the Work within the Contract Time due to delay beyond the control of Contractor, the Contract Time may be extended in an amount equal to the time lost due to such delay if a Contract Claim is made therefor. Delays beyond the control of Contractor shall include, but not be limited to, acts or neglect by City, acts or neglect of utility owners or other contractors performing other work as contemplated by Article 7, fires, floods, epidemics, abnormal weather conditions, or acts of God. Such an adjustment shall be Contractor’s sole and exclusive remedy for the delays described in this Paragraph. B.If Contractor is delayed, City shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project. C.Contractor shall not be entitled to an adjustment in Contract Price or Contract Time for delays within the control of Contractor. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Contractor. D.The Contractor shall receive no compensation for delays or hindrances to the Work, except when direct and unavoidable extra cost to the Contractor is caused by the failure of the City to provide information or material, if any, which is to be furnished by the City. ARTICLE 13 – TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 13.01Notice of Defects Notice of all defective Work of which City has actual knowledge will be given to Contractor. Defective Work may be rejected, corrected, or accepted as provided in this Article 13. 13.02Access to Work City, independent testing laboratories, and governmental agencies with jurisdictional interests will have access to the Site and the Work at reasonable times for their observation, inspection, and testing. Contractor shall provide them proper and safe conditions for such access and advise them of Contractor’s safety procedures and programs so that they may comply therewith as applicable. 13.03Tests and Inspections A.Contractor shall give City timely notice of readiness of the Work for all required inspections, tests, or approvals and shall cooperate with inspection and testing personnel to facilitate required inspections or tests. B.If Contract Documents, Laws or Regulations of any public body having jurisdiction require any CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 48 of 63 of the Work (or part thereof) to be inspected, tested, or approved, Contractor shall assume full responsibility for arranging and obtaining such independent inspections, tests, retests or approvals, pay all costs in connection therewith, and furnish City the required certificates of inspection or approval; excepting, however, those fees specifically identified in the Supplementary Conditions or any Texas Department of Licensure and Regulation (TDLR) inspections, which shall be paid as described in the Supplementary Conditions. C.Contractor shall be responsible for arranging and obtaining and shall pay all costs in connection with any inspections, tests, re-tests, or approvals required for City’s acceptance of materials or equipment to be incorporated in the Work; or acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor’s purchase thereof for incorporation in the Work. Such inspections, tests, re-tests, or approvals shall be performed by organizations acceptable to City. D.City may arrange for the services of an independent testing laboratory (“Testing Lab”) to perform any inspections or tests (“Testing”) for any part of the Work, as determined solely by City. 1.City will coordinate such Testing to the extent possible, with Contractor; 2.Should any Testing under this Section 13.03 D result in a “fail”, “did not pass” or other similar negative result, the Contractor shall be responsible for paying for any and all retests. Contractor’s cancellation without cause of City initiated Testing shall be deemed a negative result and require a retest. 3.Any amounts owed for any retest under this Section 13.03 D shall be paid directly to the Testing Lab by Contractor. City will forward all invoices for retests to Contractor. 4.If Contractor fails to pay the Testing Lab, City will not issue Final Payment until the Testing Lab is paid. E.If any Work (or the work of others) that is to be inspected, tested, or approved is covered by Contractor without written concurrence of City, Contractor shall, if requested by City, uncover such Work for observation. F.Uncovering Work as provided in Paragraph 13.03.E shall be at Contractor’s expense. G.Contractor shall have the right to make a Contract Claim regarding any retest or invoice issued under Section 13.03 D. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 49 of 63 13.04Uncovering Work A.If any Work is covered contrary to the Contract Documents or specific instructions by the City, it must, if requested by City, be uncovered for City’s observation and replaced at Contractor’s expense. B.If City considers it necessary or advisable that covered Work be observed by City or inspected or tested by others, Contractor, at City’s request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as City may require, that portion of the Work in question, furnishing all necessary labor, material, and equipment. 1.If it is found that the uncovered Work is defective, Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); or City shall be entitled to accept defective Work in accordance with Paragraph 13.08 in which case Contractor shall still be responsible for all costs associated with exposing, observing, and testing the defective Work. 2.If the uncovered Work is not found to be defective, Contractor shall be allowed an extension of the Contract Time directly attributable to such uncovering, exposure, observation, inspection, testing, replacement, and reconstruction. 13.05City May Stop the Work If the Work is defective, or Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to perform the Work in such a way that the completed Work will conform to the Contract Documents, City may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of City to stop the Work shall not give rise to any duty on the part of City to exercise this right for the benefit of Contractor, any Subcontractor, any Supplier, any other individual or entity, or any surety for, or employee or agent of any of them. 13.06Correction or Removal of Defective Work A.Promptly after receipt of written notice, Contractor shall correct all defective Work pursuant to an acceptable schedule, whether or not fabricated, installed, or completed, or, if the Work has been rejected by City, remove it from the Project and replace it with Work that is not defective. Contractor shall pay all claims, costs, additional testing, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or removal (including but not limited to all costs of repair or replacement of work of others). Failure to require the removal of any defective Work shall not constitute acceptance of such Work. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 50 of 63 B.When correcting defective Work under the terms of this Paragraph 13.06 or Paragraph 13.07, Contractor shall take no action that would void or otherwise impair City’s special warranty and guarantee, if any, on said Work. 13.07Correction Period A.If within two (2) years after the date of Final Acceptance (or such longer period of time as may be prescribed by the terms of any applicable special guarantee required by the Contract Documents), any Work is found to be defective, or if the repair of any damages to the land or areas made available for Contractor’s use by City or permitted by Laws and Regulations as contemplated in Paragraph 6.10.A is found to be defective, Contractor shall promptly, without cost to City and in accordance with City’s written instructions: 1.repair such defective land or areas; or 2.correct such defective Work; or 3.if the defective Work has been rejected by City, remove it from the Project and replace it with Work that is not defective, and 4.satisfactorily correct or repair or remove and replace any damage to other Work, to the work of others or other land or areas resulting therefrom. B.If Contractor does not promptly comply with the terms of City’s written instructions, or in an emergency where delay would cause serious risk of loss or damage, City may have the defective Work corrected or repaired or may have the rejected Work removed and replaced. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) arising out of or relating to such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of work of others) will be paid by Contractor. C.In special circumstances where a particular item of equipment is placed in continuous service before Final Acceptance of all the Work, the correction period for that item may start to run from an earlier date if so provided in the Contract Documents. D.Where defective Work (and damage to other Work resulting therefrom) has been corrected or removed and replaced under this Paragraph 13.07, the correction period hereunder with respect to such Work may be required to be extended for an additional period of one year after the end of the initial correction period. City shall provide 30 days written notice to Contractor should such additional warranty coverage be required. Contractor may dispute this requirement by filing a Contract Claim, pursuant to Paragraph 10.06. E.Contractor’s obligations under this Paragraph 13.07 are in addition to any other obligation or warranty. The provisions of this Paragraph 13.07 shall not be construed as a substitute for, or a waiver of, the provisions of any applicable statute of limitation or repose. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 51 of 63 13.08Acceptance of Defective Work If, instead of requiring correction or removal and replacement of defective Work, City prefers to accept it, City may do so. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) attributable to City’s evaluation of and determination to accept such defective Work and for the diminished value of the Work to the extent not otherwise paid by Contractor. If any such acceptance occurs prior to Final Acceptance, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and City shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of Work so accepted. 13.09City May Correct Defective Work A.If Contractor fails within a reasonable time after written notice from City to correct defective Work, or to remove and replace rejected Work as required by City in accordance with Paragraph 13.06.A, or if Contractor fails to perform the Work in accordance with the Contract Documents, or if Contractor fails to comply with any other provision of the Contract Documents, City may, after seven (7) days written notice to Contractor, correct, or remedy any such deficiency. B.In exercising the rights and remedies under this Paragraph 13.09, City shall proceed expeditiously. In connection with such corrective or remedial action, City may exclude Contractor from all or part of the Site, take possession of all or part of the Work and suspend Contractor’s services related thereto, and incorporate in the Work all materials and equipment incorporated in the Work, stored at the Site or for which City has paid Contractor but which are stored elsewhere. Contractor shall allow City, City’s representatives, agents, consultants, employees, and City’s other contractors, access to the Site to enable City to exercise the rights and remedies under this Paragraph. C.All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) incurred or sustained by City in exercising the rights and remedies under this Paragraph 13.09 will be charged against Contractor, and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work; and City shall be entitled to an appropriate decrease in the Contract Price. D.Contractor shall not be allowed an extension of the Contract Time because of any delay in the performance of the Work attributable to the exercise of City’s rights and remedies under this Paragraph 13.09. ARTICLE 14 – PAYMENTS TO CONTRACTOR AND COMPLETION 14.01Schedule of Values The Schedule of Values for lump sum contracts established as provided in Paragraph 2.07 will serve as the basis for progress payments and will be incorporated into a form of Application for Payment CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 52 of 63 acceptable to City. Progress payments on account of Unit Price Work will be based on the number of units completed. 14.02Progress Payments A.Applications for Payments: 1.Contractor is responsible for providing all information as required to become a vendor of the City. 2.At least 20 days before the date established in the General Requirements for each progress payment, Contractor shall submit to City for review an Application for Payment filled out and signed by Contractor covering the Work completed as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents. 3.If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing, the Application for Payment shall also be accompanied by a bill of sale, invoice, or other documentation warranting that City has received the materials and equipment free and clear of all Liens and evidence that the materials and equipment are covered by appropriate insurance or other arrangements to protect City’s interest therein, all of which must be satisfactory to City. 4.Beginning with the second Application for Payment, each Application shall include an affidavit of Contractor stating that previous progress payments received on account of the Work have been applied on account to discharge Contractor’s legitimate obligations associated with prior Applications for Payment. 5.The amount of retainage with respect to progress payments will be as stipulated in the Contract Documents. B.Review of Applications: 1.City will, after receipt of each Application for Payment, either indicate in writing a recommendation of payment or return the Application to Contractor indicating reasons for refusing payment. In the latter case, Contractor may make the necessary corrections and resubmit the Application. 2.City’s processing of any payment requested in an Application for Payment will be based on City’s observations of the executed Work, and on City’s review of the Application for Payment and the accompanying data and schedules, that to the best of City’s knowledge: a.the Work has progressed to the point indicated; b.the quality of the Work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Final Acceptance, CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 53 of 63 the results of any subsequent tests called for in the Contract Documents, a final determination of quantities and classifications for Work performed under Paragraph 9.05, and any other qualifications stated in the recommendation). 3.Processing any such payment will not thereby be deemed to have represented that: a.inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to City in the Contract Documents; or b.there may not be other matters or issues between the parties that might entitle Contractor to be paid additionally by City or entitle City to withhold payment to Contractor, or c.Contractor has complied with Laws and Regulations applicable to Contractor’s performance of the Work. 4.City may refuse to process the whole or any part of any payment because of subsequently discovered evidence or the results of subsequent inspections or tests, and revise or revoke any such payment previously made, to such extent as may be necessary to protect City from loss because: a.the Work is defective, or the completed Work has been damaged by the Contractor or his subcontractors, requiring correction or replacement; b.discrepancies in quantities contained in previous applications for payment; c.the Contract Price has been reduced by Change Orders; d.City has been required to correct defective Work or complete Work in accordance with Paragraph 13.09; or e.City has actual knowledge of the occurrence of any of the events enumerated in Paragraph 15.02.A. C.Retainage: 1.For all contracts, retainage shall be five percent (5%). D.Liquidated Damages: For each calendar day that any work shall remain uncompleted after the time specified in the Contract Documents, the sum per day specified in the Agreement, will be deducted from the monies due the Contractor, not as a penalty, but as liquidated damages suffered by the City. E.Payment:Contractor will be paid pursuant to the requirements of this Article 14 and payment will become due in accordance with the Contract Documents. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 54 of 63 F.Reduction in Payment: 1.City may refuse to make payment of the amount requested because: a.Claims have been made against City on account of Contractor’s performance or furnishing of the Work; b.Liens have been filed in connection with the Work, except where Contractor has delivered a specific bond satisfactory to City to secure the satisfaction and discharge of such Liens; c.there are other items entitling City to a set-off against the amount recommended; or d.City has actual knowledge of the occurrence of any of the events enumerated in Paragraphs 14.02.B.4.a through 14.02.B.4.e or Paragraph 15.02.A. 2.If City refuses to make payment of the amount requested, City will give Contractor written notice stating the reasons for such action and pay Contractor any amount remaining after deduction of the amount so withheld. City shall pay Contractor the amount so withheld, or any adjustment thereto agreed to by City and Contractor, when Contractor remedies the reasons for such action. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 55 of 63 14.03Contractor’s Warranty of Title Contractor warrants and guarantees that title to all Work, materials, and equipment covered by any Application for Payment, whether incorporated in the Project or not, will pass to City no later than the time of payment free and clear of all Liens. 14.04Partial Utilization A.Prior to Final Acceptance of all the Work, City may use or occupy any substantially completed part of the Work which has specifically been identified in the Contract Documents, or which City, determines constitutes a separately functioning and usable part of the Work that can be used by City for its intended purpose without significant interference with Contractor’s performance of the remainder of the Work. City at any time may notify Contractor in writing to permit City to use or occupy any such part of the Work which City determines to be ready for its intended use, subject to the following conditions: 1.Contractor at any time may notify City in writing that Contractor considers any such part of the Work ready for its intended use. 2.Within a reasonable time after notification as enumerated in Paragraph 14.05.A.1, City and Contractor shall make an inspection of that part of the Work to determine its status of completion. If City does not consider that part of the Work to be substantially complete, City will notify Contractor in writing giving the reasons therefor. 3.Partial Utilization will not constitute Final Acceptance by City. 14.05Final Inspection A.Upon written notice from Contractor that the entire Work is complete in accordance with the Contract Documents: 1.City will promptly schedule a Final Inspection with Contractor. 2.City will notify Contractor in writing of all particulars in which this inspection reveals that the Work is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. B.City reserves the right to deny request for Final Inspection if City determines that the entire Work is not sufficiently complete to warrant a Final Inspection. 14.06Final Acceptance Upon completion by Contractor to City’s satisfaction, of any additional Work identified in the Final Inspection, City will issue to Contractor a letter of Final Acceptance. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 56 of 63 14.07Final Payment A.Application for Payment: 1.Upon Final Acceptance, and in the opinion of City, Contractor may make an application for final payment following the procedure for progress payments in accordance with the Contract Documents. 2.The final Application for Payment shall be accompanied (except as previously delivered) by: a.all documentation called for in the Contract Documents, including but not limited to the evidence of insurance required by Paragraph 5.03; b.consent of the surety, if any, to final payment; c.a list of all pending or released Damage Claims against City that Contractor believes are unsettled; and d.affidavits of payments and complete and legally effective releases or waivers (satisfactory to City) of all Lien rights arising out of or Liens filed in connection with the Work. B.Payment Becomes Due: 1.After City’s acceptance of the Application for Payment and accompanying documentation, requested by Contractor, less previous payments made and any sum City is entitled, including but not limited to liquidated damages, will become due and payable. 2.After all Damage Claims have been resolved: a.directly by the Contractor or; b.Contractor provides evidence that the Damage Claim has been reported to Contractor’s insurance provider for resolution. 3.The making of the final payment by the City shall not relieve the Contractor of any guarantees or other requirements of the Contract Documents which specifically continue thereafter. 14.08Final Completion Delayed and Partial Retainage Release A.If final completion of the Work is significantly delayed, and if City so confirms, City may, upon receipt of Contractor’s final Application for Payment, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance to be held by City for Work not fully completed or corrected is less than the retainage stipulated in Paragraph 14.02.C, and if bonds have been furnished as required in Paragraph 5.02, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by Contractor to City with the Application for such payment. Such payment shall be made under the terms and conditions CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 57 of 63 governing final payment, except that it shall not constitute a waiver of Contract Claims. B.Partial Retainage Release. For a Contract that provides for a separate vegetative establishment and maintenance, and test and performance periods following the completion of all other construction in the Contract Documents for all Work locations, the City may release a portion of the amount retained provided that all other work is completed as determined by the City. Before the release, all submittals and final quantities must be completed and accepted for all other work. An amount sufficient to ensure Contract compliance will be retained. 14.09Waiver of Claims The acceptance of final payment will constitute a release of the City from all claims or liabilities under the Contract for anything done or furnished or relating to the work under the Contract Documents or any act or neglect of City related to or connected with the Contract. ARTICLE 15 – SUSPENSION OF WORK AND TERMINATION 15.01City May Suspend Work A.At any time and without cause, City may suspend the Work or any portion thereof by written notice to Contractor and which may fix the date on which Work will be resumed. Contractor shall resume the Work on the date so fixed. During temporary suspension of the Work covered by these Contract Documents, for any reason, the City will make no extra payment for stand-by time of construction equipment and/or construction crews. B.Should the Contractor not be able to complete a portion of the Project due to causes beyond the control of and without the fault or negligence of the Contractor, and should it be determined by mutual consent of the Contractor and City that a solution to allow construction to proceed is not available within a reasonable period of time, Contractor may request an extension in Contract Time, directly attributable to any such suspension. C.If it should become necessary to suspend the Work for an indefinite period, the Contractor shall store all materials in such a manner that they will not obstruct or impede the public unnecessarily nor become damaged in any way, and he shall take every precaution to prevent damage or deterioration of the work performed; he shall provide suitable drainage about the work, and erect temporary structures where necessary. D.Contractor may be reimbursed for the cost of moving his equipment off the job and returning the necessary equipment to the job when it is determined by the City that construction may be resumed. Such reimbursement shall be based on actual cost to the Contractor of moving the equipment and no profit will be allowed. Reimbursement may not be allowed if the equipment is moved to another construction project for the City. 15.02City May Terminate for Cause A.The occurrence of any one or more of the following events by way of example, but not of CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 58 of 63 limitation, may justify termination for cause: 1.Contractor’s persistent failure to perform the Work in accordance with the Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment, failure to adhere to the Project Schedule established under Paragraph 2.07 as adjusted from time to time pursuant to Paragraph 6.04. 2.Contractor’s disregard of Laws or Regulations of any public body having jurisdiction; 3.Contractor’s repeated disregard of the authority of City; or 4.Contractor’s violation in any substantial way of any provisions of the Contract Documents; or 5.Contractor’s failure to promptly make good any defect in materials or workmanship, or defects of any nature, the correction of which has been directed in writing by the City; or 6.Substantial indication that the Contractor has made an unauthorized assignment of the Contract or any funds due therefrom for the benefit of any creditor or for any other purpose; or 7.Substantial evidence that the Contractor has become insolvent or bankrupt, or otherwise financially unable to carry on the Work satisfactorily; or 8.Contractor commences legal action in a court of competent jurisdiction against the City. B.If one or more of the events identified in Paragraph 15.02A. occur, City will provide written notice to Contractor and Surety to arrange a conference with Contractor and Surety to address Contractor's failure to perform the Work. Conference shall be held not later than 15 days, after receipt of notice. 1.If the City, the Contractor, and the Surety do not agree to allow the Contractor to proceed to perform the construction Contract, the City may, to the extent permitted by Laws and Regulations, declare a Contractor default and formally terminate the Contractor's right to complete the Contract. Contractor default shall not be declared earlier than 20 days after the Contractor and Surety have received notice of conference to address Contractor's failure to perform the Work. 2.If Contractor's services are terminated, Surety shall be obligated to take over and perform the Work. If Surety does not commence performance thereof within 15 consecutive calendar days after date of an additional written notice demanding Surety's performance of its obligations, then City, without process or action at law, may take over any portion of the Work and complete it as described below. a.If City completes the Work, City may exclude Contractor and Surety from the site and take possession of the Work, and all materials and equipment incorporated into the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 59 of 63 Work stored at the Site or for which City has paid Contractor or Surety but which are stored elsewhere, and finish the Work as City may deem expedient. 3.Whether City or Surety completes the Work, Contractor shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds all claims, costs, losses and damages sustained by City arising out of or resulting from completing the Work, such excess will be paid to Contractor. If such claims, costs, losses and damages exceed such unpaid balance, Contractor shall pay the difference to City. Such claims, costs, losses and damages incurred by City will be incorporated in a Change Order, provided that when exercising any rights or remedies under this Paragraph, City shall not be required to obtain the lowest price for the Work performed. 4.Neither City, nor any of its respective consultants, agents, officers, directors or employees shall be in any way liable or accountable to Contractor or Surety for the method by which the completion of the said Work, or any portion thereof, may be accomplished or for the price paid therefor. 5.City, notwithstanding the method used in completing the Contract, shall not forfeit the right to recover damages from Contractor or Surety for Contractor's failure to timely complete the entire Contract. Contractor shall not be entitled to any claim on account of the method used by City in completing the Contract. 6.Maintenance of the Work shall continue to be Contractor's and Surety's responsibilities as provided for in the bond requirements of the Contract Documents or any special guarantees provided for under the Contract Documents or any other obligations otherwise prescribed by law. C.Notwithstanding Paragraphs 15.02.B, Contractor’s services will not be terminated if Contractor begins within seven days of receipt of notice of intent to terminate to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt of said notice. D.Where Contractor’s services have been so terminated by City, the termination will not affect any rights or remedies of City against Contractor then existing or which may thereafter accrue. Any retention or payment of moneys due Contractor by City will not release Contractor from liability. E.If and to the extent that Contractor has provided a performance bond under the provisions of Paragraph 5.02, the termination procedures of that bond shall not supersede the provisions of this Article. 15.03City May Terminate For Convenience A.City may, without cause and without prejudice to any other right or remedy of City, terminate the Contract. Any termination shall be effected by mailing a notice of the termination to the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 60 of 63 Contractor specifying the extent to which performance of Work under the contract is terminated, and the date upon which such termination becomes effective. Receipt of the notice shall be deemed conclusively presumed and established when the letter is placed in the United States Postal Service Mail by the City. Further, it shall be deemed conclusively presumed and established that such termination is made with just cause as therein stated; and no proof in any claim, demand or suit shall be required of the City regarding such discretionary action. B.After receipt of a notice of termination, and except as otherwise directed by the City, the Contractor shall: 1.Stop work under the Contract on the date and to the extent specified in the notice of termination; 2.place no further orders or subcontracts for materials, services or facilities except as may be necessary for completion of such portion of the Work under the Contract as is not terminated; 3.terminate all orders and subcontracts to the extent that they relate to the performance of the Work terminated by notice of termination; 4.transfer title to the City and deliver in the manner, at the times, and to the extent, if any, directed by the City: a.the fabricated or unfabricated parts, Work in progress, completed Work, supplies and other material produced as a part of, or acquired in connection with the performance of, the Work terminated by the notice of the termination; and b.the completed, or partially completed plans, drawings, information and other property which, if the Contract had been completed, would have been required to be furnished to the City. 5.complete performance of such Work as shall not have been terminated by the notice of termination; and 6.take such action as may be necessary, or as the City may direct, for the protection and preservation of the property related to its contract which is in the possession of the Contractor and in which the owner has or may acquire the rest. C.At a time not later than 30 days after the termination date specified in the notice of termination, the Contractor may submit to the City a list, certified as to quantity and quality, of any or all items of termination inventory not previously disposed of, exclusive of items the disposition of which has been directed or authorized by City. D.Not later than 15 days thereafter, the City shall accept title to such items provided, that the list CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 61 of 63 submitted shall be subject to verification by the City upon removal of the items or, if the items are stored, within 45 days from the date of submission of the list, and any necessary adjustments to correct the list as submitted, shall be made prior to final settlement. E.Not later than 60 days after the notice of termination, the Contractor shall submit his termination claim to the City in the form and with the certification prescribed by the City. Unless an extension is made in writing within such 60 day period by the Contractor, and granted by the City, any and all such claims shall be conclusively deemed waived. F.In such case, Contractor shall be paid for (without duplication of any items): 1.completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination, including fair and reasonable sums for overhead and profit on such Work; 2.expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials, or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses; and 3.reasonable expenses directly attributable to termination. G.In the event of the failure of the Contractor and City to agree upon the whole amount to be paid to the Contractor by reason of the termination of the Work, the City shall determine, on the basis of information available to it, the amount, if any, due to the Contractor by reason of the termination and shall pay to the Contractor the amounts determined. Contractor shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. ARTICLE 16 – DISPUTE RESOLUTION 16.01Methods and Procedures A.Either City or Contractor may request mediation of any Contract Claim submitted for a decision under Paragraph 10.06 before such decision becomes final and binding. The request for mediation shall be submitted to the other party to the Contract. Timely submission of the request shall stay the effect of Paragraph 10.06.E. B.City and Contractor shall participate in the mediation process in good faith. The process shall be commenced within 60 days of filing of the request. C.If the Contract Claim is not resolved by mediation, City’s action under Paragraph 10.06.C or a denial pursuant to Paragraphs 10.06.C.3 or 10.06.D shall become final and binding 30 days after termination of the mediation unless, within that time period, City or Contractor: 1.elects in writing to invoke any other dispute resolution process provided for in the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 62 of 63 Supplementary Conditions; or 2.agrees with the other party to submit the Contract Claim to another dispute resolution process; or 3.gives written notice to the other party of the intent to submit the Contract Claim to a court of competent jurisdiction. ARTICLE 17 – MISCELLANEOUS 17.01Giving Notice A.Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if: 1.delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended; or 2.delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. 3. delivered by electronic means to or from the Project Manager. B.Business address changes must be promptly made in writing to the other party. C.Whenever the Contract Documents specifies giving notice by electronic means such electronic notice shall be deemed sufficient upon confirmation of receipt by the receiving party. 17.02Computation of Times When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday the next Working Day shall become the last day of the period. 17.03Cumulative Remedies The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee, or by other provisions of the Contract Documents. The provisions of this Paragraph will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 72 00 -1 GENERALCONDITIONS Page 63 of 63 17.04Survival of Obligations All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion, and acceptance of the Work or termination or completion of the Contract or termination of the services of Contractor. 17.05Headings Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS RevisedSeptember 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 73 00 - 1 SUPPLEMENTARY CONDITIONS Page 1 of 5 1 SECTION 00 73 00 2 SUPPLEMENTARY CONDITIONS 3 TO 4 GENERAL CONDITIONS 5 6 Supplementary Conditions 7 8 These Supplementary Conditions modify and supplement Section 00 72 00 - General Conditions, and other 9 provisions of the Contract Documents as indicated below. All provisions of the General Conditions that are 10 modified or supplemented remain in full force and effect as so modified or supplemented. All provisions 11 of the General Conditions which are not so modified or supplemented remain in full force and effect. 12 13 Defined Terms 14 15 The terms used in these Supplementary Conditions which are defined in the General Conditions have the 16 meaning assigned to them in the General Conditions, unless specifically noted herein. 17 18 Modifications and Supplements 19 20 The following are instructions that modify or supplement specific paragraphs in the General Conditions and 21 other Contract Documents. 22 23 SC-4.01A 24 25 Easement limits shown on the Drawing are approximate and were provided to establish a basis for bidding. 26 Upon receiving the final easements descriptions, Contractor shall compare them to the lines shown on the 27 Contract Drawings. 28 29 SC-4.01A.1. 30 31 The following is a list of known outstanding right-of-way, and/or easements to be acquired, if any as of 32 APRIL 2019: 33 34 Outstanding Right-Of-Way, and/or Easements to Be Acquired PARCEL OWNER TARGET DATE NUMBER OF POSSESSION PETRUS INVESTMENT, L.P. PARCEL 1 PE PARTS 1, 2 & 3 JUNE 2019 PETRUS INVESTMENT, L.P. PARCEL 1 TE PARTS, 1, 2 & 3 JUNE 2019 35 The Contractor understands and agrees that the dates listed above are estimates only, are not guaranteed, 36 and do not bind the City. 37 38 If Contractor considers the final easements provided to differ materially from the representations on the 39 Contract Drawings, Contractor shall within five (5) Business Days and before proceeding with the Work, 40 notify City in writing associated with the differing easement line locations. 41 42 CITY OF DENTON Invitation for Bid No. 7038 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS ALLRED AND JOHN PAINE RD WATER MAIN Revised September 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 73 00 - 2 SUPPLEMENTARY CONDITIONS Page 2 of 5 1 SC- 2 3 Utilities or obstructions to be removed, adjusted, and/or relocated 4 5 The following is list of utilities and/or obstructions that have not been removed, adjusted, and/or relocated 6 as of NOVEMBER 2018 7 EXPECTED UTILITY AND LOCATION TARGET DATE OF OWNER ADJUSTMENT NONE 8 The Contractor understands and agrees that the dates listed above are estimates only, are not guaranteed, 9 and do not bind the City. 10 11 SC-4.02A. 12 13 The following are reports of explorations and tests of subsurface conditions at the site of the Work: 14 15 A Geotechnical Engineering Study Report No. 103-18-282, dated April 19, 2018, prepared CMJ 16 Engineering, Inc., a sub-consultant of Kimley-Horn and Associates, Inc., a consultant of the City, providing 17 additional information on geotechnical conditions of the Site. 18 19 The following are drawings of physical conditions in or relating to existing surface and subsurface 20 structures (except Underground Facilities) which are at or contiguous to the site of the Work: 21 NONE 22 23 SC-4.06A. 24 25 The following are reports and drawings of existing hazardous environmental conditions known to the City: 26 NONE 27 28 SC-5.03A. 29 30 The entities listed below are "additional insureds as their interest may appear" including their respective 31 officers, directors, agents and employees. 32 33 (1) City 34 (2) Consultant: Kimley-Horn and Associates, Inc. 35 (3) Other: NONE 36 37 SC-5.04A. 38 39 The limits of liability for the insurance required by Paragraph GC-5.04 shall provide the following 40 coverages for not less than the following amounts or greater where required by laws and regulations: 41 42 5.04A. Workers' Compensation, under Paragraph GC-5.04A. 43 44 Statutory limits 45 Employer's liability 46 $100,000 each accident/occurrence 47 $100,000 Disease - each employee 48 $500,000 Disease - policy limit 49 CITY OF DENTON Invitation for Bid No. 7038 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS ALLRED AND JOHN PAINE RD WATER MAIN Revised September 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 73 00 - 3 SUPPLEMENTARY CONDITIONS Page 3 of 5 1 SC-5.04B. 2 3 5.04B. Commercial General Liability, under Paragraph GC-5.04B. Contractor's Liability Insurance 4 under Paragraph GC-5.04B., which shall be on a per project basis covering the Contractor with 5 minimum limits of: 6 7 $1,000,000 each occurrence 8 $2,000,000 aggregate limit 9 10 The policy must have an endorsement (Amendment Aggregate Limits of Insurance) making the 11 General Aggregate Limits apply separately to each job site. 12 13 14 Verification of such coverage must be shown in the Remarks Article of the Certificate of Insurance. 15 16 SC 5.04C. 17 5.04C. Automobile Liability, under Paragraph GC-5.04C. 18 Paragraph GC-5.04C., which shall be in an amount not less than the following amounts: 19 20 (1) Automobile Liability - a commercial business policy shall provide coverage on "Any Auto", 21 defined as autos owned, hired and non-owned. 22 23 $1,000,000 each accident on a combined single limit basis. Split limits are acceptable if limits are at 24 least: 25 26 $250,000 Bodily Injury per person / 27 $500,000 Bodily Injury per accident / 28 $100,000 Property Damage 29 30 SC-5.04D. 31 32 33 material deliveries to cross railroad properties and tracks, or perform work within 25 feet of the center line 34 of tracks owned and operated by NONE. 35 36 The Contractor shall conduct its operations on railroad properties in such a manner as not to interfere with, 37 hinder, or obstruct the railroad company in any manner whatsoever in the use or operation of its/their trains 38 39 this end the 40 Contractor should satisfy itself as to the requirements of each railroad company and be prepared to execute 41 the right-of-entry (if any) required by a railroad company. The requirements specified herein likewise relate 42 43 properties. 44 45 The Contractual Liability coverage required by Paragraph 5.04D of the General Conditions shall provide 46 coverage for not less than the following amounts, issued by companies satisfactory to the City and to the 47 48 occupy, or touch railroad property: 49 50 (1) General Aggregate: N/A 51 52 (2) Each Occurrence: N/A 53 54 Required for this Contract X Not required for this Contract 55 CITY OF DENTON Invitation for Bid No. 7038 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS ALLRED AND JOHN PAINE RD WATER MAIN Revised September 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 73 00 - 4 SUPPLEMENTARY CONDITIONS Page 4 of 5 1 With respect to the above outlined insurance requirements, the following shall govern: 2 3 1. Where a single railroad company is involved, the Contractor shall provide one insurance policy in 4 the name of the railroad company. However, if more than one grade separation or at-grade 5 crossing is affected by the Project at entirely separate locations on the line or lines of the same 6 railroad company, separate coverage may be required, each in the amount stated above. 7 8 2. Where more than one railroad company is operating on the same right-of-way or where several 9 railroad companies are involved and operated on their own separate rights-of-way, the Contractor 10 may be required to provide separate insurance policies in the name of each railroad company. 11 12 3. If, in addition to a grade separation or an at-grade crossing, other work or activity is proposed on a 13 -of-way at a location entirely separate from the grade separation or at- 14 grade crossing, insurance coverage for this work must be included in the policy covering the grade 15 separation. 16 17 4. -of- 18 way, all such other work may be covered in a single policy for that railroad, even though the work 19 may be at two or more separate locations. 20 21 22 commenced until the Contractor has furnished the City with an original policy or policies of the insurance 23 for each railroad company named, as required above. All such insurance must be approved by the City and 24 each affected Railroad Company 25 26 The insurance specified above must be carried until all Work to be performed on the railroad right-of-way 27 has been completed and the grade crossing, if any, is no longer used by the Contractor. In addition, 28 insurance must be carried during all maintenance and/or repair work performed in the railroad right-of-way. 29 Such insurance must name the railroad company as the insured, together with any tenant or lessee of the 30 railroad company operating over tracks involved in the Project. 31 32 SC-6.09. 33 34 SC- 35 The following are known permits and/or licenses required by the Contract to be acquired by the Contractor: 36 NONE 37 38 SC- 39 The following are known permits and/or licenses required by the Contract to be acquired by the City: 40 TxDOT Utility Installation Request (UIR) 41 42 SC- 43 44 The following is a list of known outstanding permits and/or licenses to be acquired, if any as of APRIL 45 2019: 46 47 Outstanding Permits and/or Licenses to Be Acquired OWNER PERMIT OR LICENSE AND LOCATION TARGET DATE OF POSSESSION NONE 48 49 50 CITY OF DENTON Invitation for Bid No. 7038 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS ALLRED AND JOHN PAINE RD WATER MAIN Revised September 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 00 73 00 - 5 SUPPLEMENTARY CONDITIONS Page 5 of 5 1 SC-7.02. 2 3 The individuals or entities listed below have contracts with the City for the performance of other work at 4 the Site: 5 NONE 6 7 SC-8.01 8 9 1. Hillwood Energy Rachel Russell: 817-224-6302 (Coordinate access of vehicles accessing gas 10 pad along John Paine Road) 11 2. Hunter Gathering, LP Jeff Scharlz: 817-851-7283 (Contact 48 hours in advance of excavation 12 operations occurrin 13 3. Energy Transfer Company Clark Deevers: 817-389-2850 (Contact 48 hours in advance of 14 15 16 SC-9.01.Manager 17 18 Manager for this Contract is Jim Jenks, P.E., or his/her successor pursuant to written 19 notification from the City Engineer. 20 21 SC- 22 23 NONE 24 25 SC- 26 27 NONE 28 29 END OF SECTION Revision Log DATE NAME SUMMARY OF CHANGE CITY OF DENTON Invitation for Bid No. 7038 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS ALLRED AND JOHN PAINE RD WATER MAIN Revised September 20, 2018 DocuSign Envelope ID: 375DD795-19E6-4651-A1CF-EB671D222143 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? 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 Certificate Of Completion Envelope Id: 375DD79519E64651A1CFEB671D222143Status: Sent Subject: Please DocuSign: City Council Contract 7038 Allred and John Paine Rd Water Main Source Envelope: Document Pages: 95Signatures: 4Envelope Originator: Certificate Pages: 6Initials: 1Jamie Cogdell AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-06:00) Central Time (US & Canada)Jamie.Cogdell@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Jamie CogdellLocation: DocuSign 5/31/2019 11:45:06 AM Jamie.Cogdell@cityofdenton.com Signer EventsSignatureTimestamp Jamie CogdellSent: 5/31/2019 11:45:41 AM Completed jamie.cogdell@cityofdenton.comViewed: 5/31/2019 11:45:52 AM Senior BuyerSigned: 5/31/2019 11:47:48 AM Using IP Address: 129.120.6.150 City Of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori HewellSent: 5/31/2019 11:47:52 AM lori.hewell@cityofdenton.comViewed: 5/31/2019 12:35:41 PM Purchasing ManagerSigned: 5/31/2019 12:35:44 PM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 129.120.6.150 (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 5/31/2019 12:35:47 PM mack.reinwand@cityofdenton.comViewed: 5/31/2019 12:41:47 PM City of DentonSigned: 5/31/2019 12:42:52 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Anthony MartinezSent: 5/31/2019 12:42:55 PM tony@wilsoncontractorservices.comViewed: 5/31/2019 12:59:38 PM Vice PresidentSigned: 5/31/2019 1:01:17 PM Anthony Martinez Signature Adoption: Drawn on Device Security Level: Email, Account Authentication Using IP Address: 71.123.233.98 (None) Electronic Record and Signature Disclosure: Accepted: 5/31/2019 12:59:38 PM ID: 36c8e01f-ae4b-479b-b2eb-f4df0c7f688d Signer EventsSignatureTimestamp Todd EstesSent: 5/31/2019 1:01:20 PM todd.estes@cityofdenton.comViewed: 5/31/2019 7:06:32 PM City EngineerSigned: 5/31/2019 7:06:56 PM Capital Projects Signature Adoption: Drawn on Device Security Level: Email, Account Authentication Using IP Address: 71.84.152.239 (None) Signed using mobile Electronic Record and Signature Disclosure: Accepted: 5/31/2019 7:06:32 PM ID: e2d00cef-f021-4320-b682-2f89086cb55b Tabitha MillsopSent: 5/31/2019 7:06:59 PM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Tabitha MillsopSent: 5/31/2019 11:47:51 AM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri ThurmanSent: 5/31/2019 11:47:51 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy EventsStatusTimestamp Annie BungerSent: 5/31/2019 1:01:20 PM annie.bunger@cityofdenton.comViewed: 6/3/2019 7:42:39 AM Administrative Assistant IV City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lee Perry lee.perry@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness EventsSignatureTimestamp Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted5/31/2019 7:06:59 PM Payment EventsStatusTimestamps Electronic Record and 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1388,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,authorizing theCityManagertoexecuteacontractwithJanecekPerformance&Equipment,Inc.,forthesupplyofwork truckbodiesforvariousCityofDentonDepartments;providingfortheexpenditureoffundstherefor;and providinganeffectivedate(IFB7018-awardedtoJanecekPerformance&Equipment,Inc.,inthethree(3) year not to exceed amount of $1,700,000). City of DentonPage 1 of 1Printed on 6/21/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: June 25, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Janecek Performance & Equipment, Inc., for the supply of work truck bodies for various City of Denton Departments; providing for the expenditure of funds therefor; and providing an effective date (IFB 7018 awarded to Janecek Performance & Equipment, Inc., in the three (3) year not to exceed amount of $1,700,000). IFB INFORMATION /BACKGROUND This Invitation for Bids is to establish an annual agreement for the purchase of work truck bodies for various City of Denton Departments. Chassis are not included in this contract as they are provided under a separate contract. The estimated number of truck bodies is twelve (12) trucks for Utility Departments and three (3) trucks for General Fund departments, over the life of the contract, based on the replacement schedule combined with additional quantities. Invitations for Bids was sent to 106 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Four (4) bids were received. The lowest bid was received by Janecek Performance & Equipment, Inc., in Wylie, TX. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On June 24, 2019, this item will be presented to the Public Utilities Board for recommendation to the City Council for consideration. RECOMMENDATION Award a contract with Janecek Performance & Equipment, Inc., for the purchase of Work Truck Bodies, in the three (3) year not-to-exceed amount of $1,700,000. PRINCIPAL PLACE OF BUSINESS Janecek Performance & Equipment, Inc. Wylie, TX ESTIMATED SCHEDULE OF PROJECT This is a three (3) year contract. FISCAL INFORMATION All purchases will be approved through the for each department after funding is available at the beginning of the new fiscal year. The not-to-exceed amount is based on estimated vehicle and equipment replacements and additions for the life of the contract. The purchase and delivery of the trucks will occur within 180 days of issuance of a purchase order. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Bid Tabulation Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Terry Kader at 940-349-8729. Legal point of contact: Mack Reinwand at 940-349-8333. DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND JANECEK PERFORMANCE & EQUIPMENT, INC (Contract # 7018) THIS CONTRACT is made and entered into this date _______________________, by and between Janecek Performance & Equipment, Inc, a Texas Corporation, whose address is 750 Paul Wilson Rd., Wylie, TX 75098, 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 IFB #7018-Utility Bodies, 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) IFB 7018 (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"); (f) Form CIQ Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents s Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. T to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Suppliers written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Suppliers written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER THIS AGREEMENT HAS BEEN BY: ______________________________ BOTH REVIEWED AND APPROVED AUTHORIZED SIGNATURE as to financial and operational obligations and business terms. Printed Name:________________________ Title: _______________________________ _______________ ________________ SIGNATURE PRINTED NAME __________________________________ PHONE NUMBER __________________________________ TITLE _________________________________ EMAIL ADDRESS __________________________________ ___________________________________ DEPARTMENT TEXAS ETHICS COMMISSION CERTIFICATE NUMBER ATTEST: CITY OF DENTON, TEXAS ROSA RIOS, CITY SECRETARY BY: __________________________________ BY: _____________________________ TODD HILEMAN CITY MANAGER APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 Exhibit A Special Terms and Conditions 1. The Quantities The quantities indicated on Exhibit E are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 2. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to purchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed 3. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The representative as needed by the City. 4. Contract Terms It is the intention of the City of Denton to award a contract for a three (3) year period. The Contract shall commence upon the issuance of a Notice of Award/Issuance of Purchase Order by the City of Denton. 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. 5. Price Escalation and De-escalation -escalation price adjustment annually based on these special terms. The escalation/de-escalation will be based on the U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) for Data processing, hosting and related services (PCU5182105182105). The stated eligible bid price will be increased or decreased based upon the annual percentage change in the PPI so long as the change is greater than the minimum threshold value of +/- 1%. The maximum escalation will not exceed +/- 8% for any individual 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. or need of such increase to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. The Supplier should provide documentation as a percentage of each cost associated with the unit prices quoted for consideration. If no request is made, then it will be assumed that the current contract price will be in effect. Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 Upon receipt of such request, the City of Denton, at its sole option, reserves the right to either: (1) accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award; or, (2) reject the increase within thirty (30) calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Supplier may request cancellation of such items from the contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. The prices in effect prior to the increase request must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 6. Total Contract Amount The contract total shall not exceed $1,700,000. Pricing shall be per Exhibit E attached. 7. Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 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 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 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 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 hall 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 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, acilities. 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. Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 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 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: Th 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, 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 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 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. Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of 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 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 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 r 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. Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 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 under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising 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 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 Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 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 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. Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 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 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 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. Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 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 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 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, losses and expenses, incurred by the City as a result of - judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may 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. 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. Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 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 PERFORMANCE OF T 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. Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 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 Cont 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 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. 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. Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 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 notice of erosion of the aggregate limits below occurrence limits for all applicable itation 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 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 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 Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 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 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-Further, Contractor 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) 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 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 Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 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 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 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 of Interest Questionnaire. Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 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, ation, 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. ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 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 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. Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 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 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: discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: 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. Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 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. 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. Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 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 st 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, 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. Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 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 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Contract 7018 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 ExhibitE 7018PricingSheetforUtilityBodiesfortheCityofDenton JanecekPeformance&Equipment Respondent'sBusinessName: Wylie,TX PrincipalPlaceofBusiness(CityandState): ŷĻƩĻƭƦƚƓķĻƓƷƭŷğƌƌĭƚƒƦƌĻƷĻƷŷĻŅƚƌƌƚǞźƓŭƭĻĭƷźƚƓͲǞŷźĭŷķźƩĻĭƷƌǤĭƚƩƩĻƭƦƚƓķƭƷƚƷŷĻƭƦĻĭźŅźĭğƷźƚƓƭ͵ŷĻĭƚƓƷƩğĭƷƚƩƭŷğƌƌƓƚƷƒğƉĻĭŷğƓŭĻƭƷƚƷŷźƭŅƚƩƒğƷ͵ Submitted Pricing includes FOB Destination to City of Denton Fleet Department. Otherwise, include delivery price for FOB EST. 2019BaseBodyItemDeliveryTime/ ANNUALUOMProductDescriptionBodyMft Item # PriceInstallTime QTY SECTION A- UTILITY BODIES (KNAPHEIDE OR EQUIVALENT) 115EAKnapheide 696J or equivalentWarner5,532.80$ 75 & 20 days 29EAKnapheide 696FJ40 or equivalentWarner6,226.40$ 75 & 20 days 36EAKnapheide 6108D54 or equivalentWarner6,686.00$ 75 & 20 days 44EAKnapheide 6108D54J40 or equivalentWarner6,686.00$ 75 & 20 days 515EAKnapheide 6132D54FJ40 or equivalentWarner9,959.60$ 75 & 20 days 69EAKnapheide 6132D54LPJ or equivalentWarner8,723.60$ 75 & 20 days 76EAKnapheide 6132D54J1-CRK or equivalentWarner11,084.00$ 75 & 20 days SECTION B - FLATBED BODIES Single Rear 84EAKnapheide PGNB-96A or equivalent- $ 20 & 5 Days3,350.00 Wheel 915EAKnapheide PGNB-116A or equivalent3,650.00$ 20 & 5 Days 107EATommyGate 89-25 TP-42 2500# or equivalent5,395.00$ 10 days 117EATommy gate G2-92-1650 LD34 or equivalent3,425.00$ 10 days SECTION C - DUMP BODIES 123EARugby TS-12-6SW/SF2355 or Equivalent$12,975.00 Rugby20 & 5 Days SECTION D - UTILITY BODY OPTIONS EA 1350Spray in Bed Liner and Compartment Tops575.00$ 5 Days EA Spray on Bumper Liner$ 5 Days75.00 1450 EA Backup Alarm$ 1 day85.00 1550 EA Remove bed and remount back up camera160.00$ 1 day 1620 EA Remount back up camera$ 1 day140.00 1730 Cab & EA 1850Trailer Package (Receiver Hitch, 7 Way Flat Trailer Plug, 2 5/16" Pentle Combo)$ 5 Days465.00 Chassis EA Hidden gooseneck hitch with 2 5/16" ball non service bodyChevy610.00$ 3 Days 1950 EA 2050Power Locks on Body 6 Doors928.00$ installed w body EA Power Locks on Body 8 Doors1,021.25$ installed w body 20b50 EA Manual Master Locks 98" $ installed w body301.25 2140 EA Manual Master Locks 60" CA307.50$ installed w body 21b40 EA Manual Master Locks 84" CA325.00$ installed w body 21c40 Buyers EA Quick connect battery boost$ 5 days189.00 2250 5601025 EABUV25614 5 lb. Fire Extinguisher$ 1 day50.00 2375 EAEcco Wireless Remote LED Go Light$ 10/1 day500.00 2450 EAEcco Whelan 600 Series Amber Lights ED3779$ 10/ 1 day230.00 2550 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 ExhibitE 7018PricingSheetforUtilityBodiesfortheCityofDenton JanecekPeformance&Equipment Respondent'sBusinessName: Wylie,TX PrincipalPlaceofBusiness(CityandState): ŷĻƩĻƭƦƚƓķĻƓƷƭŷğƌƌĭƚƒƦƌĻƷĻƷŷĻŅƚƌƌƚǞźƓŭƭĻĭƷźƚƓͲǞŷźĭŷķźƩĻĭƷƌǤĭƚƩƩĻƭƦƚƓķƭƷƚƷŷĻƭƦĻĭźŅźĭğƷźƚƓƭ͵ŷĻĭƚƓƷƩğĭƷƚƩƭŷğƌƌƓƚƷƒğƉĻĭŷğƓŭĻƭƷƚƷŷźƭŅƚƩƒğƷ͵ Submitted Pricing includes FOB Destination to City of Denton Fleet Department. Otherwise, include delivery price for FOB EST. 2019BaseBodyItemDeliveryTime/ ANNUALUOMProductDescriptionBodyMft Item # PriceInstallTime QTY SECTION D - UTILITY BODY OPTIONS (Continued) EA 2650LED Brake and Reverse LightsIncluded EA 2750Interior Body Lights$ installed w body260.00 Buyers EA 2830LED worklights (2 Rear and 2 on Rack)$ 5 days330.00 1492119 EAEcco 2930Amber Flush Mounted Strobes on Grille$ 5 days400.00 EA 30203500 Watt Inverter Installed840.00$ 5 days EA 31201200 Watt Inverter Installed630.00$ 5 days EA 32201500 Watt Power Inverter$ 5 days650.00 EA 3320120V Receptacle on rear of body120.00$ 5 days EA1702305 342018x18x36" Toolbox Installed$ 5 days300.00 EA1702310 352018x18x48" Toolbox Installed$ 5 days350.00 Better Built EA 362048x24x24" Job Box$ 5 days465.00 37211296 EA1702300 371524x18x18" Steel underbody box (1 Each Side)$ 5 days250.00 EA 3820American Eagle 7 Drawer tool chest or equivalent1,650.00$ 60/5 days EA 392010" Steel sides behind toolxoxes and 10" rear panel$28 ft.10 days EA 401542" Stake Racks on side$55 ft.10 days Kargo Master EA 4120Utility Rack$ 10 days890.00 Pro III RKI WG1D EA 4220Headache Rack$ 3 Days450.00 78013, 70023 EA 4315Kargomaster overcab materials rack with ratchet straps or equivalent$ 10 days1,025.00 EA 4415Contour headache rack Includedinstalled w body EA 453024" Workbench bumper$ 15 days600.00 EA 4630Wilton 5" Vise Installed$ 3 Days480.00 EA 4715Water Cooler Mount$ 5 days69.00 EA 4810Air Hose Reel (1/2" x 100') Mounted415.00$ 5 Days EA 4910Air Hose Reel (1/2" x 50') Mounted305.00$ 5 days EA 5010Hydraulic Hose Reel (1/2" x 50') Mounted1,480.00$ 15 days EA 5110Gas Air Compressor 13HP Honda Gas Engine or equivalent3,200.00$ 5 Days EA 5210Miller Enpack with Welder and Hydraulic Tool Circuit27,400.00$ 30/10 days EA 5310CAS P55HG8-GS12 5.5HP Honda Gas Compressor1,260.00$ 10 days EASR4016DA 5410Rugby HR520DA (discontinued) Electric/hydraulic Hoist $ 15/5 days2,730.00 EA 555Stellar 4421 ELE/HYD Crane with Wireless RemoteN/an/a EA 565Super Sprint Suspension (for crane)N/an/a EA 575110 Gallon Aux Fuel Tank (With Pump & Filter Kit)$ 5 days1,250.00 DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 ExhibitE 7018PricingSheetforUtilityBodiesfortheCityofDenton JanecekPeformance&Equipment Respondent'sBusinessName: Wylie,TX PrincipalPlaceofBusiness(CityandState): ŷĻƩĻƭƦƚƓķĻƓƷƭŷğƌƌĭƚƒƦƌĻƷĻƷŷĻŅƚƌƌƚǞźƓŭƭĻĭƷźƚƓͲǞŷźĭŷķźƩĻĭƷƌǤĭƚƩƩĻƭƦƚƓķƭƷƚƷŷĻƭƦĻĭźŅźĭğƷźƚƓƭ͵ŷĻĭƚƓƷƩğĭƷƚƩƭŷğƌƌƓƚƷƒğƉĻĭŷğƓŭĻƭƷƚƷŷźƭŅƚƩƒğƷ͵ Submitted Pricing includes FOB Destination to City of Denton Fleet Department. Otherwise, include delivery price for FOB EST. 2019BaseBodyItemDeliveryTime/ ANNUALUOMProductDescriptionBodyMft Item # PriceInstallTime QTY SECTION D - UTILITY BODY OPTIONS (Continued) EA 5815PTO, HYD Pump, Reservoir and Reel6,950.00$ 20/5 days EA 5952 5/16 PINTLE HOOK $ 5 days130.00 EA 601MANUAL TARP KIT N/an/a EA 612HILLSBORO 9’ ALUMINUM BODY N/an/a EA 625I BOX BACK OF CAB STORAGE 3,410.00$ 20/ 5 days EA 6325(2) LED REAR WORK LIGHTS 220.00$ 3 days EA 6410108” LED COMPARTMENT LIGHTS 250.00$ installed w body EA 6515132” LED COMPARTMENT LIGHTS 300.00$ installed w body EA 6610SHOVEL HOLDER $ 5 days118.00 EA 6710GRAB HANDLE $ 5 days28.00 EA 6810REMOVABLE VICE $ 5 days420.00 EA 691KTEC 11’ DUMP PLATFORM N/an/a EA 705PTO UNIT N/an/a EA 71518X16X96 TOOLBOX (90x15x18 291-3-02)1,025.00$ 5 days EA 725CONE HOLDER $ 10/5 days39.00 EA 731VENCO VC516DM DIRECT MOUNT HOIST 3,020.00$ 3 days EA 7410D RING TIE DOWN $ 30.00 EA 751READING SLU132ADW SERVICE BODY N/an/a EA 76215’ MATERIAL RACK$ 10 days1,125.00 EA 775132” MANUAL MASTER LOCKS 1,050.00$ 10 days VMAC EA 78217 HP DIESEL COMPRESSOR W/7KW GENERATOR $ 25/5 days20,777.00 0600010 EA 795PLUMB ACCESSORIES TO TRUCK FUEL SUPPLY TBD EA 80248” SIGN HOLDER N/an/a EA 8125 DRAWER MECHANICS TOOL BOX 360.00$ EA 82213 HP GAS AIR COMPRESSOR 3,200.00$ DocuSign Envelope ID: 23892865-5C62-4FE9-8415-8EE1BF28F045 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? 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 Certificate Of Completion Envelope Id: 238928655C624FE984158EE1BF28F045Status: Sent Subject: Please DocuSign: City Council Contract 7018 Utility Bodies Source Envelope: Document Pages: 29Signatures: 4Envelope Originator: Certificate Pages: 6Initials: 1Lori Hewell AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-06:00) Central Time (US & Canada)lori.hewell@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Lori HewellLocation: DocuSign 5/23/2019 8:27:23 AM lori.hewell@cityofdenton.com Signer EventsSignatureTimestamp Lori HewellSent: 5/23/2019 9:17:41 AM Completed lori.hewell@cityofdenton.comViewed: 5/23/2019 9:17:50 AM Purchasing ManagerSigned: 5/23/2019 9:20:06 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori HewellSent: 5/23/2019 9:20:09 AM lori.hewell@cityofdenton.comViewed: 5/23/2019 9:20:29 AM Purchasing ManagerSigned: 5/23/2019 9:20:32 AM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 129.120.6.150 (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 5/23/2019 9:20:34 AM mack.reinwand@cityofdenton.comViewed: 5/23/2019 1:55:28 PM City of DentonSigned: 5/24/2019 11:09:08 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Jay JanecekSent: 5/24/2019 11:09:10 AM jay@jpetrucks.comResent: 6/3/2019 5:12:36 PM PresidentResent: 6/3/2019 5:12:45 PM Security Level: Email, Account Authentication Viewed: 6/4/2019 8:15:23 AM Signature Adoption: Drawn on Device (None) Signed: 6/4/2019 8:18:29 AM Using IP Address: 47.190.36.131 Electronic Record and Signature Disclosure: Accepted: 6/4/2019 8:15:23 AM ID: ae691464-d584-47ed-bad1-68414bf7ff62 Signer EventsSignatureTimestamp ethan coxSent: 6/4/2019 8:18:32 AM ethan.cox@cityofdenton.comViewed: 6/4/2019 8:25:45 AM Director of Public WorksSigned: 6/4/2019 8:29:59 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 47.190.47.120 Electronic Record and Signature Disclosure: Accepted: 8/7/2018 4:24:18 PM ID: feebacc3-151e-47bb-af6d-be8889ffcb35 Tabitha MillsopSent: 6/4/2019 8:30:01 AM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Tabitha MillsopSent: 5/23/2019 9:20:08 AM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri ThurmanSent: 5/23/2019 9:20:08 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy EventsStatusTimestamp Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Terry Kader terry.kader@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness EventsSignatureTimestamp Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted6/4/2019 8:30:01 AM Payment EventsStatusTimestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1390,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,authorizing theapprovalofChangeOrderNo.7tothecontractbetweentheCityofDentonandZachryConstruction,Inc., fortheMayhillRoadwayImprovementsProject;providingfortheexpenditureoffundstherefor;andproviding aneffectivedate(IFB6389-ChangeOrderNo.7inthenot-to-exceedamountof$112,912.30,foratotal contract award aggregated to $35,603,590.11). City of DentonPage 1 of 1Printed on 6/21/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: June 25, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of Change Order No. 7 to the contract between the City of Denton and Zachry Construction, Inc., for the Mayhill Roadway Improvements Project; providing for the expenditure of funds therefor; and providing an effective date (IFB 6389 Change Order No. 7 in the not-to-exceed amount of $112,912.30, for a total contract award aggregated to $35,603,590.11). IFB INFORMATION /BACKGROUND The purpose of this change order is to compensate the contractor for additional work that is not in the original bid plans. The City is asking the Contractor, Zachry Construction Inc., to add inlets to Mills Rd. due to grade issue, add inlets to US380 that were not in the original plans, purchase and install mailboxes on standard installation at the end of the project, and add a temporary sanitary sewer line that was in direct conflict with the proposed reinforced concrete pipe. Change order number 1: install 1,065 lf of barb wire and a gate to contain cattle in the amount of $13,291.25. Change order number 2: to compensate the contractor for potholes to locate the existing utilities that have yet to be relocated in the amount of $18,695.04. Change order number 3: to compensate the Contractor to remove and relay a storm sewer pipe, install and remove low profile barriers on the south end of the project to help protect a sidewalk near the roadway that school children use, 4,278 cy of excavation that will require a backhoe and truck instead of a scraper due to utility poles on the south end of the project that was not relocated at the time in the amount of $35,104.04. Change order number 4: to remove various bid items from the original bid due to a change in the limits of the project in the amount of -$667,847.97. Change order number 5: the City requested the Contractor, Zachry Construction Inc., to do a full depth repair of the existing Mayhill Road in the area where the newly constructed pavement crosses the existing pavement from the eastern side of the road to the western side of the. This work is necessary to keep a smooth transition for the motorists in the amount of $76,184.70. Change order number 6: for the additional retaining wall needed on Spencer near the intersection of Mayhill for soil stabilization. Low profile barriers at the south end of the project were required to be relocated in relation to 2 DISD bus stops to maintain a buffer from the sidewalk. Addition of a concrete mow strip to stabilize the metal beam guard fence at the retaining wall on Spencer Rd. Change type of pedestrian bridge rail that is to be used on throughout the project. Addition of low profile barrier at the southern traffic switch location for motorist safety. Repair and installation of new barbed wire fence along Spencer Road. Pedestrian pole assembly installation and relocation and temporary signal cabinet and relocation at University and Spencer. Storm drain modifications for existing drainage related to the new development at Madison Lane in the amount of $137,836.23. Change order number 7: to install inlets at Mills Rd. due to grade differential between proposed Mayhill and existing Mills Rd. Addition of curb inlets at US380 that were not addressed in original plans, purchase, and installation of new mailboxes along Mayhill corridor. Plans called for relocation without addressing permanent mounts and temporary mounting and addressing a utility conflict with sanitary sewer line SS-03 and Line F storm drain in the amount of $112,912.30. Sum of Change orders (1-7): -273,824.40 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On June 27, 2017, City Council approved a contract with Zachry Construction, Inc., in the not-to-exceed amount of $35,877,414.52 (Ordinance 2017-189). On June 5, 2018, City Council approved Change Order No. 4 with Zachry Construction, Inc., in the not-to- exceed amount of $667,847.97 (Ordinance 18-822). On March 26, 2019, City Council approved Change Order No. 6 with Zachry Construction, Inc., in the not- to-exceed amount of $137,836.23 (Ordinance 19-584). RECOMMENDATION Award Change Order No. 7 with Zachry Construction, Inc., enabling the City of Denton to proceed with the construction of Mayhill Road Widening, in the not-to-exceed amount of $112,912.30, for a total contract award aggregated to $35,603,590.11. PRINCIPAL PLACE OF BUSINESS Zachry Construction, Inc. San Antonio, TX ESTIMATED SCHEDULE OF PROJECT Mayhill Roadway Construction Project is scheduled to be completed by February 2020. FISCAL INFORMATION These items will be funded from Engineering Account 350283402.1360.40100. Purchase Order 182084 will be revised to include change order no. 7 upon approval. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Original Ordinance, Original Contract, and Change Orders Exhibit 3: Ordinance and Change Order Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Todd Estes at 940-349-8917. Legal point of contact: Mack Reinwand at 940-349-8333. DocuSign Envelope ID: 6228CF6D-2E94-4F7C-A4C3-7CF85F036D28 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 6228CF6D-2E94-4F7C-A4C3-7CF85F036D28 Exhibit 3 CITY OF DENTON CHANGE ORDER 1.Division (Department)2.Purchase Order No.3.Change Order No. 182084 Engineering7 4.Name of Project5.Project Acct No.6. Date Prepared Mayhill Road Improvements Project350283402.1360.401004/22/2019 IFB 6389 7.Name and Address of Contractor Zachry Construction Inc. San Antonio, TX 8.Description of Work Included in Contract Construct a Four Lane Divided Urban Roadway from a Two Lane Undivided Rural Roadway 9. Changes ordered and reason ordered Compensate the contractor for additonal work requested to install inlets at Mills, rd due to grade differential between proposed Mayhill and existing Mills rd. Addition of curb inlets at US380 that were not addressed in original plans, purchase and installation of new mailboxes along Mayhill corridor. Plans called for relocation without addressing permanent mounts and temporary mounting, and addressing a utility conflict with sanitary sewer line SS-03 and Line F storm drain. Bid Item NoOriginal Estimated Contract Unit RevisedNegotiated C.O. Original Estimated Revised Estimated 10. Contract Changes QuantityPriceEstimate Unit PriceCostCost Quantity Type 1 drop 2$3,737.50$0.00 bĻǞ 0$7,475.00 inlet)3x3)w/apron(5'deep) PCM-$0.00 004 205$70.00$0.00 0$14,350.00 RCP 18" PCM-004$0.00 247$87.00$0.00 0$21,489.00 RCP 24" PCM-004$0.00 Manhole(complete) Type 1-C 2$2,000.00$0.00 0$4,000.00 $0.00 PCM-004 Juntion box(48")(JB-1-02)PCM- 2$6,600.00$0.00 0$13,200.00 $0.00 004 5' TXDOT Type 1 curb inlet(5' 1$4,887.50$0.00 bĻǞ 0$4,887.50 $0.00 deep) PCM-005 5' TXDOT Type 1 curb inlet w/1 2$6,037.50$0.00 bĻǞ 0$12,075.00 extension (Type E)(5' deep) $0.00 PCM-005 Type 1 Drop inlet(3x3) 1$3,737.50$0.00 bĻǞ 0$3,737.50 $0.00 w/apron(5'deep)PCM-005 Modify Ex drop inlet Remove top 1$2,070.00$0.00 bĻǞ 0 $2,070.00 $0.00 and replace with cap PCM-005 Ex 10' TXDOT inlet remove top 3$4,312.50 bĻǞ 0 $12,937.50 and cap PCM-005 tğŭĻ Њ ƚŅ Ќ DocuSign Envelope ID: 6228CF6D-2E94-4F7C-A4C3-7CF85F036D28 14$70.00 0 $980.00 RCP(CLASS 3)(18") PCM-005 45$22.77 bĻǞ 0 $1,024.65 Purchase mailboxes Install mailboxes(Single and 23$565.98 bĻǞ 0 $13,017.54 Multi post) 1$550.67 bĻǞ 0 $550.67 Temp Lateral Sanitary Sewer $1,117.94 1% Bond TOTAL$0.00 $112,912.30 11. Original Contract Price + Previous CO's$35,490,677.81Increase in contract price$112,912.30 New Contract Price$35,603,590.11Decrease in contract price 12. Contract time increased/decreased by __0__days. New contract time __days. tğŭĻ Ћ ƚŅ Ќ DocuSign Envelope ID: 6228CF6D-2E94-4F7C-A4C3-7CF85F036D28 THE AFOREMENTIONED CHANGE, AND WORK AFFECTED THEREBY, IS SUBJECT TO ALL CONTRACT STIPULATIONS AND COVENANTS. 13. SUBMITTED BY:Lee Perry Project Manager 14. ACCEPTED BY CITY ENGINEER/DIRECTOR OF CAPITAL PROJECTS Signature 15. ACCEPTED BY CONTRACTOR: ________________ Title Signature 16. CITY MANAGER: Signature ATTEST: CITY SECRETARY Signature 17. PURCHASING/FINANCE: Signature 18. APPROVED AS TO LEGAL FORM: Signature tğŭĻ Ќ ƚŅ Ќ Certificate Of Completion Envelope Id: 6228CF6D2E944F7CA4C37CF85F036D28Status: Sent Subject: Please DocuSign: City Council Contract 6389 Mayhill Widening CO 7 Source Envelope: Document Pages: 4Signatures: 4Envelope Originator: Certificate Pages: 6Initials: 1Jamie Cogdell AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-06:00) Central Time (US & Canada)Jamie.Cogdell@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Jamie CogdellLocation: DocuSign 6/6/2019 8:54:00 AM Jamie.Cogdell@cityofdenton.com Signer EventsSignatureTimestamp Jamie CogdellSent: 6/6/2019 8:56:07 AM Completed jamie.cogdell@cityofdenton.comViewed: 6/6/2019 8:56:13 AM Senior BuyerSigned: 6/6/2019 8:56:49 AM Using IP Address: 129.120.6.150 City Of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori HewellSent: 6/6/2019 8:56:51 AM lori.hewell@cityofdenton.comViewed: 6/6/2019 9:01:51 AM Purchasing ManagerSigned: 6/6/2019 9:02:23 AM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 129.120.6.150 (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 6/6/2019 9:02:25 AM mack.reinwand@cityofdenton.comViewed: 6/6/2019 1:36:44 PM City of DentonSigned: 6/6/2019 1:37:34 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Gary DotySent: 6/6/2019 1:37:36 PM gary.doty@zachrycorp.comViewed: 6/6/2019 1:44:49 PM Vice PresidentSigned: 6/6/2019 1:49:46 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 107.77.200.208 Signed using mobile Electronic Record and Signature Disclosure: Accepted: 6/6/2019 1:44:49 PM ID: cd301495-3a5a-4600-9f10-b6943dbaf265 Signer EventsSignatureTimestamp Todd EstesSent: 6/6/2019 1:49:48 PM todd.estes@cityofdenton.comViewed: 6/6/2019 8:47:39 PM City EngineerSigned: 6/6/2019 8:47:48 PM Capital Projects Signature Adoption: Drawn on Device Security Level: Email, Account Authentication Using IP Address: 174.206.38.2 (None) Signed using mobile Electronic Record and Signature Disclosure: Accepted: 6/6/2019 8:47:39 PM ID: 48a90971-692f-42d2-896e-d6e9c3d4cf0d Tabitha MillsopSent: 6/6/2019 8:47:49 PM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Tabitha MillsopSent: 6/6/2019 8:56:50 AM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri ThurmanSent: 6/6/2019 8:56:51 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Annie BungerSent: 6/6/2019 1:49:48 PM annie.bunger@cityofdenton.comViewed: 6/6/2019 2:00:01 PM Administrative Assistant IV City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lee Perry lee.perry@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Envelope SentHashed/Encrypted6/6/2019 8:47:49 PM Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1391,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,authorizing theCityManager,orhisdesignee,toexecuteacontractwithWEXBank,throughtheSourcewellCooperative PurchasingNetworkContractNumber042016,formanagingfuelcards,requiredbyfirstresponderequipment fortheCityofDentonFireandPoliceDepartments;authorizingtheexpenditureoffundstherefor;and declaringaneffectivedate(File6904-awardedtoWEXBank,inthethree(3)yearnot-to-exceedamountof $270,000). City of DentonPage 1 of 1Printed on 6/21/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: June 25, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract with WEX Bank, through the Sourcewell Cooperative Purchasing Network Contract Number 042016, for managing fuel cards, required by first responder equipment for the City of Denton Fire and Police Departments; authorizing the expenditure of funds therefor; and declaring an effective date (File 6904 - awarded to WEX Bank, in the three (3) year not-to-exceed amount of $270,000). INFORMATION /BACKGROUND This item is for contracted off-site fuel supply services through WEX Bank, for the purchase of diesel and premium unleaded fuel for City of Denton emergency fleet vehicles. There are currently four (4) Fire distance from and out the main Service Center fuel site district, and require the ability to fuel off-site. The Police Department also has six (6) pursuit vehicles that require the use of premium unleaded fuel which is The WEX Bank, Fleet Card program is available through the Sourcewell Cooperative Purchasing Network number 042016-WEX. Pricing obtained through Sourcewell (formerly National Joint Powers Alliance) Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. WEX Bank offers reporting, controls, and alerts for management of fuel purchases through multiple area sites for convenience to the Police and Fire Departments. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On April 7, 2015, Council approved the interlocal agreement with the National Joint Powers Alliance, who is now Sourcewell (Ordinance 2015-076). RECOMMENDATION Award a contract with WEX Bank, for managing fuel cards, in the three (3) year not-to-exceed amount of $270,000. PRINCIPAL PLACE OF BUSINESS WEX Bank Midvale, UT ESTIMATED SCHEDULE OF PROJECT Fuel to be purchased as needed for individual vehicles. FISCAL INFORMATION The contracted fuel supply EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Terry Kader at 940-349-8729. Legal point of contact: Mack Reinwand at 940-349-8333. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1407,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,authorizingtheCityManagerto executeacontractwithIBMSecurityServicesthroughtheDepartmentofInformationResources(DIR)CooperativePurchasing NetworkContractNumberDIR-TSO-3996forthepurchaseofIBMIRISIncidentResponseRetainerandProactiveCyberSecurity Services;providingfortheexpenditureoffundstherefor;andprovidinganeffectivedate(File7098-awardedtoIBMSecurity Services,in the three (3) year not-to-exceed amount of $148,500). City of DentonPage 1 of 1Printed on 6/21/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: June 25, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with IBM Security Services through the Department of Information Resources (DIR) Cooperative Purchasing Network Contract Number DIR-TSO-3996 for the purchase of IBM IRIS Incident Response Retainer and Proactive Cyber Security Services; providing for the expenditure of funds therefor; and providing an effective date (File 7098 - awarded to IBM Security Services, in the three (3) year not-to-exceed amount of $148,500). FILE INFORMATION /BACKGROUND The Technology Services (TS) Department utilizes the Incident Response Retainer and Proactive Cyber Security Services from IBM as an integral part of our Cyber Security posture. The Incident Response Retainer ensures that TS can call upon leading industry resources in the event of a Cyber Security Incident that goes beyond our capacity to handle or requires a larger number of resources in a short period of time. Having the ability to engage these services and resources can mean crucial time is not wasted during an event and can help contain the event to limit damages to the City of Denton. The Proactive Cyber Security Services are preventative measures taken to ensure TSs readiness to handle such events. Also required by some regulatory bodies such as NERC/CIP, these services allow us to identify any challenges we have in our systems and processes and correct them in a timely manner. These services also give TS the ability to hone our skills in preparedness for a Cyber Security event. Pricing obtained through the Department of Information Resources (DIR) Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On April 7, 1992, Council approved the interlocal agreement with the Department of Information Resources Purchasing Network (Resolution 92-019). RECOMMENDATION Award a contract with IBM Security Services, for the purchase of IBM IRIS Incident Response Retainer and Proactive Cyber Security Service, in the three (3) year not-to-exceed amount of $148,500, which includes a 10% contingency. PRINCIPAL PLACE OF BUSINESS IBM Security Services Smyrna, GA ESTIMATED SCHEDULE OF PROJECT This is a three (3) year contract. FISCAL INFORMATION These services will be funded from Technology Services operational account number 830800.7854 in the amount of $148,500. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Contract Respectfully submitted: Lori Hewell, 349-7100 Purchasing Manager For information concerning this acquisition, contact: Melissa Kraft at 940-349-7823. Legal point of contact: Mack Reinwand at 940-349-8333. DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF IBM Global Technology Services Statement of Work for IBM Security Services City of Denton 324-B E. McKinney Street Denton, TX 76201 DIR-TSO-3996 Xforce IRIS Tier 2 renewal 3-year proposal 5-9-19 The information in this Statement of Work may not be disclosed outside of your enterprise and may not be duplicated, used or disclosed in whole or in part for any purpose other than to evaluate the services, provided that if a contract is awarded to IBM as a result of or in connection with the submission of this Statement of Work, you will have the right to duplicate, use or disclose the information to the extent provided by the contract. This restriction does not limit your right to use information contained in this Statement of Work if it is obtained from another source without restriction. IBM retains ownership of this Statement of Work. Z126-6955-US-02 (Direct) 03-2016 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF Order Document Services will be provided to Client in accordance with the terms and conditions of this Order Document and its incorporated documents, including the Services Descriptions. Unless otherwise expressly stated in this Order Document or in a document incorporated by reference, Services do not include hardware or software content, or maintenance subscriptions. Client understands and acknowledges that IBM is permitted to use global resources (non-permanent residents used locally and personnel in locations worldwide) for delivery of Services. 1. Consulting and System Integration Services Summary of Services prised of two parts; 1) the terms and conditions detailed in the selected Services Descriptions, and 2) the Security Services Statement of Work Z126-6954-US-02. The SOW is an integral part of each Services Description. The terms of the SOW prevail over those of the Agreement; the terms of the applicable Services Description(s) prevail over those of the SOW; and the terms of this Order Document prevail over all documents. Estimated Schedule is defined as the estimated schedule start date of the first service activity and the estimated schedule end date of the last service activity specified in the C&SI Summary of Services Charges table below. If the Order Document signature date is beyond Estimated Start Date(s), Estimated Start Date(s) will automatically be extended to the date of the last signature on this Order Document and Estimated End Date(s) will automatically be extended by the same number of days. Normal business hours are defined as a.m. to p.m. through in Client's time zone, except national holidays, unless otherwise specified. 1.1. Consulting and System Integration Services Charges Unless otherwise stated herein, C&SI Charges are based upon a contiguous work schedule. Delays in the work schedule are subject to the Project Change Control Procedure and may result in an increase in charges. Charges for C&SI described in this Order Document, exclusive of applicable taxes and travel expenses are as specified in the Consulting and System Integration Services Summary of Services Charges table below. This total charge will be divided into equal monthly increments over the contract term and you will be invoiced monthly for such increments. If travel is required, you are responsible for all reasonable travel and living expenses, which would include actual transportation and lodging, per diem meal expenses and other reasonable and necessary charges associated with such travel and living expenses (e.g., luggage cha during the performance of the Services. Travel and living expenses are in addition to the above charges and are currently estimated at 20-25% of the total Services charge. Travel and living expenses will be invoiced monthly. Travel and living expenses will be invoiced monthly after they are incurred. You also agree to pay the following additional charges, as applicable, which will be invoiced within three calendar months following the calendar month during which they are incurred: a. all charges for miscellaneous expenses, in response to your written request, for purposes related to the performance of the Services (including any applicable shipping charges); b. all charges (including travel and living expenses) associated with any additional Emergency Incident Declarations you make during the term of the SOW; and c. all charges for additional Emergency Incident Declaration hourly support, in response to your written request or approval, for purposes related to the performance of the Services. Amounts are due upon receipt of invoice and payable within 30 days. Late payment fees may apply. Payment may be made electronically to an account specified by IBM or by other means agreed to by the parties. Z126-6955-US-02 (Direct) 03-2016 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF 1.2. Consulting and System Integration Services Summary of Services Charges Consulting & System Integration - Selectable Feature Summary Estimated Services Service Activities Services Description Schedule Start Charges Code Metric or Quantity & End Dates X-Force IRIS Vision Retainer X-Force IRIS - Vision Retainer Document: Z126-6954-US-02 Services are sold in tiers, where each tier involves different levels of services commitments. Each tier includes Project Initiation, Emergency Incident Support, Quarterly IR Related Support and a certain number of Purchased Retainer Hours Number of Emergency Incident Support or consulting hours included annually for the contract term. Also, certain tiers Selected contain additional services and service commitments. Note: Purchased Retainer Hours that are not used during the Estimated Start and End dates will expire. Select one of the following X-Force IRIS - Vision Retainer service tiers Fixed charge of below. $135,000 Vision Retainer Tier 1 If selected, includes the following services commitments: 60 Purchased Retainer Hours Vision Retainer Tier 2 If selected, includes the following Estimated Start annual services commitments: Date: 80 Purchased Retainer Hours 09/2/2019 Incident Program Assessment 5 IR Playbooks included in Estimated End Retainer: Date: 1 Tabletop Exercises 09/1/2022 2 IBM X-Force Hosted Threat Analysis Service seats Vision Retainer Tier 3 If selected, includes the following services commitments: 150 Purchased Retainer Hours Incident Program Assessment 10 IR Playbooks included in Retainer: 2 Tabletop Exercises 4 IBM X-Force Hosted Threat Analysis Service seats Additional Retainer Hourly Additional hourly support Support: IBM agrees to provide additional emergency incident hourly support, in response to Client's written request. Such support will be provided based Rate of $350 USD on the Usage charge specified in this Order Document. for Tier 2 During an emergency incident and upon Client written request to IBM, IBM will provide additional support beyond the number of hours specified above for services included in the subscription. Client will be charged INTC-813574111-02 01-2019 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF for usage of any additional hours provide by IBM during an emergency incident. Only actual hours used will be invoiced at the current hourly rate. Usage charge of: $350/hr Consulting and System Integration Services Charges C&SI Total Services Charges $135,000 Additional options Clients may elect to dedicate retainer hours towards the development of a Cyber Security Incident Response Plan or the Cyber Security Range engagement. INTC-813574111-02 01-2019 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF Statement of Work for Services IBM Security Services Security Testing This Statement of W terms in the documents, the terms of the Order Document prevail over those of the SOW, and the terms of the SOW prevail over those of the agreement specified in the Order Document ("the Agreement"). Client means and includes the company, its authorized users or recipients of the IBM Security Services ("Services"). Capitalized terms not otherwise defined in this SOW are defined in the Agreement and have the same meaning in this SOW as ascribed to them therein. 1. Scope of Work The IBM Security Services are comprised of a dynamic portfolio of offerings designed to provide tools, te IBM X-Force Incident Response and Intelligence Services (IRIS) Vision Retainer and are designed to provide resources to assist Client with computer security incidents or assist with emergency response preparation. IBM will provide resources to assist Client in preparing for, managing and responding to computer security incidents, including steps for analysis, intelligence gathering, containment, eradication, recovery and prevention. IBM will use existing, commercially available tools, as well as IBM proprietary tools, to perform Services. IBM X-Force IRIS Vision Retainer is sold in tiers, where each tier involves different levels of services commitments. Each tier includes a certain number of support hours (called "Purchased Retainer Hours) available to the Client for emergency incident support or consulting hours included annually for the contract term and depending on tier level selected by Client will also include additional services activities described herein. Services selected by Client will be specified in the Order Document. Note: Purchased Retainer Hours that are not used during the Estimated Start and End dates specified in the Order Document will expire. The details of the Services are specified in the Order Document. 1.1 Services Coordination IBM Responsibilities Services who, with Client Point of Contact, will: a. review the SOW and any associated documents; b. establish and maintain communications; c. administer the Project Change Control Procedure described in the Project Procedures appendix; and d. coordinate the technical a e. have completed Services Coordination when the remaining IBM activities specified in this Statement or Work are complete. 1.1 Client Point of Contact Responsibilities Prior to the start of the Services, Client will designate a Client Point of Contact to whom all communications relative to the Services will be addressed, and who will have the authority to act on Client's behalf in all matters regarding this SOW, applicable Service Description(s) and Order Document. Client's Point of Contact will: a. complete and return any questionnaires or checklists within business days of receipt, if applicable; b. Services; c. attend status meetings, as required; INTC-813574111-02 01-2019 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF d. obtain and provide applicable information, data, consents, decisions and approvals as required by IBM to perform the Services, within writing to a different response time. As applicable, review deliverables submitted by IBM in accordance with the Deliverable Acceptance Procedure described in the Project Procedures appendix; e. help resolve and escalate Services issues within Client's organization, as needed; and f. administer the Project Change Control Procedure with the IBM. 1.2 Client General Responsibilities IBM's performance is dependent upon Client's fulfillment of its responsibilities at no charge to IBM. Any delay in performance of Client's responsibilities may result in additional charges and/or delay of the completion of the Services and will be handled in accordance with the Project Change Control Procedure. Client will: a. onsibilities; b. provide safe access, suitable office space, supplies, high speed connectivity to the Internet, and other facilities needed by IBM personnel while working at the location specified in the Order Document; c. provide information and materials IBM requires to provide the Services. IBM will not be responsible for any loss, damage, delay or deficiencies in the Services arising from inaccurate, incomplete, or otherwise deficient information or materials supplied by or on behalf of Client; d. provide IBM w information is to include: (1) business strategies and growth plans; (2) major business processes; (3) organizational charts of the user community and IT organizations; e. provide IBM with ienvironment. Such information is to include: (1) current and planned IT and projects and priorities; (2) general IT and strategies, policies, and procedures; (3) IT and security (physical and logical) policies, procedures, and standards; and (4) service level agreements; f. if making available to IBM any facilities, software, hardware or other resources in connection with resources that may be necessary for IBM to perform the Services. IBM will be relieved of its approvals. Client agrees to reimburse IBM for any reasonable costs and other amounts, including or approvals; g. obtain all necessary permissions for IBM to use, provide, store and process data to which Client gives IBM access to perform the Services. Client is responsible for the security and privacy of such data. Client will not give IBM access to data subject to governmental regulation or requiring security measures beyond those specified in this SOW unless IBM has first agreed in writing to implement additional required security measures; h. ensure that current maintenance, license, and other applicable agreements are in place with third otherwise in writing, Client is responsible for the management and performance of the third parties and for any third-party hardware, software or communications equipment used in connection with the Services; i. be responsible for implementing or not implementi achieved; j. INTC-813574111-02 01-2019 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF k. consent and will obtain any necessary consents for IBM and its subcontractors to process the business contact information of Client, its employees and contractors worldwide for our business relationship. IBM will comply with requests to access, update, or delete such contact information; l. acknowledge and agree that IBM does not provide legal services or represent or warrant that the services or products IBM provides or obtains on Client's behalf will ensure Client's compliance with any particular law, including but not limited to any law relating to safety, security or privacy; m. obtain any necessary consents and take any other actions required by applicable laws, including but not limited to data privacy laws, prior to disclosing any of Client's employee information to IBM. Client also agrees that with respect to data that is transferred or hosted outside of the country or countries specified in the Order Document(s), Client is responsible for ensuring that all such data transmitted outside of the country or countries specified in the Order Document(s) adheres to the laws and regulations governing such data; n. be responsible for the content of any database, the selection and implementation of controls on its access and use, backup and recovery, and the security of the stored data. This security will also include any procedures necessary to safeguard the integrity and security of software and data used in the Services from access by unauthorized personnel; be responsible for the identification of interpretation of, and compliance with, any applicable laws, regulations, and statutes that affect Client's existing systems, applications, programs, or data to which IBM will have access during the Services, including applicable data privacy, export, and import laws and regulations. It is Client's responsibility to ensure the systems, applications, programs, and data meet the requirements of those laws, regulations and statutes; o. http://ibm.com/dpa and the applicable DPA Exhibit (DPA Exhibit for C&SI and/or DPA Exhibit for MSS) for Security Services located at http://www.ibm.com/services/us/dpa applies and supplements the Agreement, if and to the extent (a) IBM is processing personal data on behalf of Client, and (b) the current European General Data Protection Regulation applies to such processing of personal data, DPA and DPA Exhibit(s) applies and supplements the Agreement. p. be responsible, at its expense, for establishing, maintaining, and the Internet (the speed of which may have a significant impact on the responsiveness of the Services) including all computer hardware and software, web browsers configured in accordance with industry standards, modems and access lines. Service Description for X-Force Incident Response and Intelligence Services Vision Retainer Service Activities X-Force IRIS Project Initiation The purpose of this activity is to review the processes for making a declaration for a computer security incident that presents a real or a possible threat to Client's computer system and network environment IBM Responsibilities IBM will: q. facilitate an on-site or remote project initiation workshop, for up to one day (eight business hours), on a mutually agreed date and time; r. introduce the X-Force IRIS management personnel that will be providing Services; s. confirm Client's locations to be included for Services; t. define the process for making an Emergency Incident Declaration, including establishing the designated telephone number(s) and e-mail address(es); u. review processes for responding to an Emergency Incident Declaration and for exchanging security incident data in a secure manner; v. document the Service schedule in a document entitled "Service Calendar"; and INTC-813574111-02 01-2019 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF w. have completed X-Force IRIS Project Initiation when IBM has conducted the project kickoff workshop and delivered the Service Calendar to Client's Point of Contact. Client Responsibilities Client will: audit, risk and operations mana ensure and mandate appropriate Client personnel participation during Services and as required by IBM with responsibility ownership for the following areas: (1) various management levels with representative skills; and (2) identity and access ownership. Service Activities Incident Program Assessment Incident Program Assessment services are provided, if selected by the Client and specified in the Order Document. IBM Responsibilities At Client's request, and for the charges specified in the Order Document, IBM will: a. conduct a review of existing Incident Response program documentation; b. identify five critical stakeholders to conduct an one hour telephonic interview to provide greater depth on the existing IR program documentation; c. collate the interview and written documentation and map into a written deliverable (called the "Incident Program Assessment final presentation") containing an one year roadmap mapped to maturing the program by identifying milestones to serve as future goals; and d. have completed Incident Program Assessment when IBM has delivered the Incident Program Assessment final presentation to Client's Point of Contact. Client Responsibilities Client will: e. provide IBM the documentation requested for review within five (5) business days from the initial request; f. work with IBM to identify stakeholders needed for interview requests; g. ensure stakeholders respond within a timely manner to schedule interviews at earliest possible request; and h. ensure executive stakeholders are available to participate in the final briefing for IR Program Assessment deliverable. Service Activities Incident Response Tabletop Exercise Incident Response Tabletop Exercise services are provided, if selected by the Client and specified in the Order Document. IBM Responsibilities At Client's request, and for the charges specified in the Order Document, IBM will: a. provide Client with number of Incident Response Tabletop Exercises identified in the Order Document for the contract term; b. conduct a targeted attack simulation for up to six (6) hours to provide first responder and executive training, for up to twenty (20) attendees; c. work remotely and/or onsite with Client's key members to develop a computer security incident simulation exercise that will test Client's computer security incident response plan and procedures, with focus on the areas that may need to be updated or improved; INTC-813574111-02 01-2019 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF d. conduct and supervise the incident simulation exercise on-site for up to six (6) hours at Client's location, paying particular attention to: (1) how Client's team properly triage the incident; (2) how well the members of Client's computer security incident response team work with each other; (3) how well Client's computer security incident response team performs in the five phases of incident response (analysis, containment, eradication, recovery, and prevention); (4) how well Client's team interfaces with external entities (Internet service providers, administrators of other sites, other response teams, law enforcement entities, etc.); and (5) how well Client's team communicates with customers, external users, employees, and the public media; e. document findings and recommendations in a written deliverable (called "Incident Response Tabletop Exercise Report"); f. discuss findings, for up to two (2) hours, via conference call with Client's computer security incident response team; and g. have completed Incident Response Tabletop Exercise when IBM has conducted the conference call and delivered the Incident Response Tabletop Exercise Report to Client's Point of Contact. Client Responsibilities Client will: i. provide IBM the documentation requested for review within five (5) business days from the initial request; j. work with IBM to identify stakeholders needed for interview requests and workshop attendance; k. ensure stakeholders respond within a timely manner to schedule interviews at earliest possible request; and l. ensure executive stakeholders and security incident response team are available to participate in the final briefing. Service Activities - Emergency Incident Support- Tier 2- 80 hours per year The purpose of this activity is to provide emergency response for each Emergency Incident Declaration. IBM Responsibilities At Client's request, and for the charges specified in the Order Document, IBM will: a. provide emergency response 24 hours/day, 7 days/week for Emergency Incident Declarations per the term of Client's contract. Such response will utilize included subscription hours for on-site and/or remote support as specified in the Order Document; b. host a conference call with Client's designated personnel to discuss the symptoms Client is observing, actions taken and similar items within approximately one hour after receiving Client's call or e-mail for an Emergency Incident Declaration; c. provide an estimate of hours and costs, and availability for response, if it is determined from the call that Client requires IBM to engage in support of the incident; d. provide assistance and advice if possible for handling the Emergency Incident Declaration including: (1) analysis of computer security incident data to determine the source of the incident, its cause, and its effects; (2) preventing the effects of the computer security incident from spreading to other computer systems and networks; (3) stopping the computer security incident at its source and/or protecting Client's computer systems and networks from the effects of the computer security incident; (4) recommendations for restoration of the affected computer systems and networks to normal operation; and INTC-813574111-02 01-2019 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF (5) suggesting protection methods for Client's computer systems and networks from future occurrences of the computer security incident. e. Contact describing the computer security incident, causes and effects, actions taken by IBM, and recommended future actions to mitigate risk; and f. have completed Emergency Incident Support when IBM has delivered any Incident Analysis Reports, as applicable and provided the Purchased Subscription Hours or the contract end date has been reached. Client Responsibilities Client will: m. agree and acknowledge: (1) that Client may not make an Emergency Incident Declaration until after the project kickoff session has been conducted; (2) that Client's additional locations, or locations not specified in the Order Document, must be contracted for separately; (3) that one IBM consultant will be assigned for remote and/or on-site Emergency Incident Declaration response to the declared physical location. Additional IBM consultants must be contracted for separately and are subject to availability; and (4) that if IBM discovers what it considers, in its sole discretion, to be inappropriate content during the performance of Services, IBM has the authority to report such information to law enforcement. Examples of what IBM would consider inappropriate content includes, but is not limited to, content or activity that involves obscene, pornographic or violent material. g. provide the IBM Services specialist with the names and telephone numbers (including after-hours telephone or pager numbers) of Client's lead investigator, technical and management contact personnel (including backup personnel) who have the authority to make Emergency Incident Declarations and act upon suggestions and recommendations made by IBM; h. to answer questions, obtain requested data, perform suggested actions, and similar items; i. provide copies of all configuration information, log files, intrusion detection events, and other data related to an Emergency Incident Declaration and its analysis; j. manage the collection and dissemination of information regarding an Emergency Incident Declaration with Client's technical and managerial personnel, legal and public relations departments, others within Client's organization, and other companies as applicable; k. be responsible for and facilitate all communications between IBM and any third party vendors, including Internet service providers and content-hosting firms used by Client to implement Client's Internet presence; l. provide supervised access to Client's computer systems and computer networks during the agreed upon times and days; m. provide an executive sponsor for Services to communicate management commitment to the project; and n. be responsible for all charges associated with any additional Emergency Incident Declarations Client makes during the term of Client's contract. Service Activities - Quarterly Incident Response (IR) Related Support and Status Update The purpose of this activity is to provide Client with ongoing IR related support, up-to-date threat trends, and status updates. IBM Responsibilities IBM will: o. provide a checkup via remote teleconference for up to two (2) hours to review quarterly status, relevant events, service hours utilized and remaining, update service schedule, provide update on INTC-813574111-02 01-2019 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF threat trends, ensure Client's incident response readiness, and provide recommendations if appropriate; p. document result of each telephone support and discussion of the checkup teleconference in a q. have completed Quarterly Incident Response Related Support and Status Update when IBM has, per the service calendar, delivered the Quarterly Status Report to Client's Point of Contact and provided the Purchased Subscription Hours or the contract end date has been reached. Client Responsibilities Client will designate a Point of Contact, to whom all communications relative to the Quarterly Incident Related Support and Status Update will be addressed and who will have the authority to act on Client's behalf in all matters regarding this activity. Service Activities - IBM X-Force® Hosted Threat Analysis Service- 2 seats IBM X-Force Hosted® Threat Analysis Services are provided, if selected by the Client and specified in the Order Document. The IBM X-Force® Hosted Threat Analysis Service is a security intelligence service that is designed to deliver customized information about a variety of threats that could affect Client's network security. The managed security services p provides Client with access to an environment (and associated tools) designed to monitor and manage Client's security posture by merging technology and service data from multiple vendors and geographies into a common, Web-based interface. The Portal may also be used to deliver Education Materials. All such Education Materials are licensed not sold and remain the exclusive property of IBM. IBM grants Client a license in accordance with the WARRANTY OR INDEMNITY OF ANY KIND BY IBM, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. IBM Responsibilities At Client's request, and for the charges specified in the Order Document, IBM will: a. provide Client with number of X-Force Hosted Threat Analysis Service seats identified in the Order Document for the contract term; b. enable Client to access the Portal, and will work with Client to activate Services during deployment and initiation; c. provide access to the Portal 24 hours/day, 7 days/week; d. request one name and e-mail address for each seat purchased; e. enable Services access for each seat purchased; f. provide access to Education Materials in accordance with the terms provided in the Portal; g. send each licensed Services user a welcome e-mail with a user ID and temporary password to the Portal; h. provide Client with access to the X-Force® Hosted Threat Analysis Service; i. provide Client with a username, password, URL and appropriate permissions to access the Portal; j. display security information on the Portal as it becomes available; k. if configured by Client, provide security intelligence specific to Client's defined vulnerability watch list, via the Portal; l. if configured by Client, provide an Internet security assessment e-mail each business day; m. publish an Internet AlertCon via the Portal; n. provide Portal feature functionality for Client to create and maintain a vulnerability watch list; o. provide additional information about an alert, advisory, or other significant security issue as IBM deems necessary; INTC-813574111-02 01-2019 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF p. provide access to the Threat IQ via the Portal; and q. have completed IBM X-Force® Hosted Threat Analysis Service when IBM has provided Client with the number of X-Force Hosted Threat Analysis Service seats specified and provided the Purchased Subscription Hours or the contract end date has been reached. Client Responsibilities Client will: n. utilize the Portal to perform daily operational Services activities; r. ensure Client's employees accessing the Portal on Client's behalf comply with the terms of use, provided therein including, but not limited to, the terms associated with educational materials; s. appropriately safeguard Client's login credentials to the Portal (including not disclosing such credentials to any unauthorized individuals); t. promptly notify IBM if a compromise of Client's login credentials is suspected; u. indemnify and hold IBM harmless for any losses incurred by Client or other parties resulting from Client's failure to safeguard Client's login credentials; v. provide IBM with one name and e-mail address for each subscription purchased; w. change Client's temporary password upon first login to the Portal; x. agree to adhere to an individual license which entitles a single person in an organization to login to of Services content. This person is entitled to view information in the Portal and to receive e-mail notifications configured in the Portal. The individual is not authorized to share or distribute Services information. Although an organization can transfer an individual license from one person to another if needed, an individual license cannot be shared with other individuals who do not have a proper license; and y. use the Portal to: (1) subscribe to the daily Internet security assessment e-mail, if desired; (2) create a vulnerability watch list, if desired; and (3) access the Threat IQ. Other Terms and Conditions Limitation of IBM X-Force IRIS Vision Retainer Client acknowledges and agrees that the following are not included as part of Services described herein: h. Services involving incidents of violence, injury to persons, or damage to or theft of tangible personal property; i. Services to identify a perpetrator; however, determining the source of network traffic or specific digital activity may be included in Services; j. investigatory interrogation; k. testifying in judicial or administrative proceedings; l. communication on Client's behalf with any entity, such as law enforcement, the news media, or its customers; m. any services requiring professional licensing of the service provider; n. evidentiary chain of custody control or management, but IBM may adhere to Client's chain of custody procedures in performing its obligations hereunder, provided these are reviewed and agreed to by IBM prior to starting work; o. legal counsel of any kind; p. opinions as to the credibility of any person; or q. any other related services which IBM, at its reasonable discretion, may at any time decline. INTC-813574111-02 01-2019 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF Your Security Testing Responsibilities You agree to: r. work with activity such that all participants have enough notice to attend and can complete required input documents (such as the data collection questionnaire) prior to the call; s. invite and confirm attendance of all intended participants of the project initiation conference call, and arrange the meeting room and all logistics at your premises; t. ensure, to the extent possible, participation by various management levels with representative skills and data protection ownership and mandates within the business units, security group, information technology, audit and risk departments, and operations management at your facility; u. ensure the in-scope systems and infrastructure remain in a static state throughout the testing period; and Note: Configuration or infrastructure modifications made during the testing may cause inconsistencies in the results, and may incur additional charges. v. ensure the IP addresses associated with the technical testers are added to any filtering devices (such as firewalls and intrusion prevention systems), such that the testers have unfiltered access to the target systems. 2. Estimated Schedule The estimated schedule for the Services is detailed in the Schedule. Both parties agree to make reasonable efforts to carry out our respective responsibilities in order to achieve the estimated schedule. If the Schedule signature date is beyond the Estimated Start Date, the Estimated Start Date will automatically be extended to the first business day following the date of the last signature on the Schedule. The Estimated End Date will automatically be extended by the same number of days. IBM shall not be responsible for delays or additional requirements imposed by any government agencies, labor disputes, fire, unavoidable casualties, or unforeseen conditions. 3. Deliverable Materials The deliverable Materials resulting from the completion of the activities for Services are specified above for each activity. Certain deliverable Materials are exempt from the Deliverable Materials Acceptance Process and will be considered accepted by you upon delivery to your Point of Contact. 4. Completion Criteria IBM will have fulfilled its obligations for the Services when any one of the following first occurs: a. IBM completes the activities described in this SOW, including provision of the deliverable Materials; or b. the Services are terminated in accordance with the provisions of the Agreement identified in the Schedule. 5. Charges The charges for the Services described in this SOW, exclusive of applicable taxes, are as specified in the Schedule. Unless otherwise stated in the Schedule, pricing is based upon a contiguous work schedule. Delays in the work schedule are subject to the Project Change Control Procedure and may result in an increase in pricing. 6. Other Terms and Conditions 6.1 Permission to Perform Testing Certain laws prohibit any unauthorized attempt to penetrate or access computer systems. You authorize IBM to perform the Services as described herein and acknowledge that the Services constitute authorized INTC-813574111-02 01-2019 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF access to your computer systems. IBM may disclose this grant of authority to a third party if deemed necessary to perform the Services. The Services that IBM performs entail certain risks and you agree to accept all risks associated with such accordance with the terms of this SOW. You acknowledge and agree to the following: a. excessive amounts of log messages may be generated, resulting in excessive log file disk space consumption; b. the performance and throughput of your systems, as well as the performance and throughput of associated routers and firewalls, may be temporarily degraded; c. some data may be changed temporarily as a result of probing vulnerabilities; d. your computer systems may hang or crash, resulting in system failure or temporary system unavailability; e. any service level agreement rights or remedies will be waived during any testing activity; f. a scan may trigger alarms by intrusion detection systems; g. some aspects of the Services may involve intercepting the traffic of the monitored network for the purpose of looking for events; and h. new security threats are constantly evolving and no service designed to provide protection from security threats will be able to make network resources invulnerable from such security threats or ensure that such service has identified all risks, exposures and vulnerabilities. 7. Regulatory Services IBM does not operate as a provider of services regulated by the Federal Communications Commission which are regulated by the FCC or State Regulators. If the FCC or any State Regulator imposes regulatory requirements or obligations on any services provided by IBM hereunder, IBM may: (a) modify, ices are provided to Client to avoid the application of such requirements or obligations to IBM (for example, by acting as Client's agent for acquiring such services from a third party common carrier). Disclaimer Client understands and agrees: a. that Products and Services are not warranted to operate uninterrupted or error free; b. that Products and Services are not fault tolerant and are not designed or intended for use in hazardous environments requiring fail-safe operation, including without limitation aircraft navigation, air traffic control systems, weapon systems, life support systems, nuclear facilities, or any other applications in which Product or Services failure could lead to death, personal injury, or property damage; c. that it is solely within Client's discretion to use or not use any of the information provided pursuant to the Services hereunder. Accordingly, IBM will not be liable for any actions that Client takes or chooses not to take based on the Services performed and/or deliverables provided hereunder; d. that it is Client's sole responsibility to provide appropriate and adequate security for the company, its assets, systems and employees; e. that it is Client's responsibility to add the IP addresses associated with the testers to any filtering devices, thereby permitting unfiltered network access to the target systems; f. not to modify the configurations of any in-scope systems and infrastructure devices during the period of testing; and g. that new technology, configuration changes, software upgrades and routine maintenance, among other third parties continue to employ increasingly sophisticated techniques and tools, resulting in ever-growing challenges to individua does not constitute any representation or warranty by IBM about the security of Client's computer systems including, but not limited to, any representation that Client's computer systems are safe from intrusions, viruses, or any other security exposures. IBM does not make any warranty, INTC-813574111-02 01-2019 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF express or implied, or assume any legal liability or responsibility for the accuracy, completeness, or usefulness of any information provided as part of the Services. Security Data As part of Service, that includes reporting activities, IBM will prepare and maintain de-identified and/or aggregate information collected from Services (called "Security Data"). The Security Data will not identify the Client, or an individual except as provided in (d) below. Client herein additionally agrees that IBM may use and/or copy the Security Data only for the following purposes: publishing and/or distributing the Security Data (e.g., in compilations and/or analyses related to cybersecurity); developing or enhancing products or services; conducting research internally or with third parties; and lawful sharing of confirmed third party perpetrator information. Travel and Living Expenses If travel is required, Client is responsible for all reasonable travel and living expenses, which would include actual transportation and lodging, per diem meal expenses and other reasonable and necessary s personnel during the performance of the Services. Travel and living expenses are in addition to the above charges and are currently estimated at 20-25% of the total Services charge. Travel and living expenses will be invoiced monthly after they are incurred. IBM agrees to provide the Services specified in this Order Document provided Client accepts this Order Document, without modification, by signing in the space provided below on or before the Offer Expiration Date specified above. 7.1 Systems Owned by a Third Party For systems (which for purposes of this provision includes but is not limited to applications and IP addresses) owned by a third party that will be the subject of testing hereunder, you agree: a. that prior to IBM initiating testing on a third party system, you will obtain a signed letter from the owner of each system authorizing IBM to provide the Services on that system, and indicating the d to provide IBM with a copy of such authorization; b. to be solely responsible for communicating any risks, exposures, and vulnerabilities identified on c. to arrange for and facilitate the exchange of information between the system owner and IBM as deemed necessary by IBM. You agree: d. to inform IBM immediately whenever there is a change in ownership of any system that is the subject of the testing hereunder; e. not to disclose the deliverable Materials, or the fact that IBM performed the Services, outside your ; and f. to indemnify IBM in full for any losses or liability IBM incurs due to third party claims arising out of your failure to comply with the requirements of this section entitled, "Systems Owned by a Third agents arising out of (a) testing the security risks, exposures or vulnerabilities of the systems that are the subject of testing hereunder, (b) providing the results of such testing to you, or (c) your use or disclosure of such results. 7.2 Disclaimer You understand and agree: INTC-813574111-02 01-2019 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF a. that it is solely within your discretion to use or not use any of the information provided pursuant to the Services hereunder. Accordingly, IBM will not be liable for any actions that you take or choose not to take based on the Services performed and/or deliverables provided hereunder; b. that it is your sole responsibility to provide appropriate and adequate security for the company, its assets, systems and employees; c. that it is your responsibility to add the IP addresses associated with the testers to any filtering devices, thereby permitting unfiltered network access to the target systems; and d. not to modify the configurations of any in-scope systems and infrastructure devices during the period of testing. e. that new technology, configuration changes, software upgrades and routine maintenance, among other items, can create new an other third parties continue to employ increasingly sophisticated techniques and tools, resulting in ever-the Services does not constitute any representation or warranty by IBM about the security of your computer systems including, but not limited to, any representation that your computer systems are safe from intrusions, viruses, or any other security exposures. IBM does not make any warranty, express or implied, or assume any legal liability or responsibility for the accuracy, completeness, or usefulness of any information provided as part of the Services. INTC-813574111-02 01-2019 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF Schedule IBM Security Services XForce IRIS This Schedule for IBM Security Services Security Testing is between the Customer (also called , Customer (Services Recipient) Name and Address: Customer Number: 5403173 City of Denton IBM Contact 324-B E. McKinney Street Name and Address: Denton, TX 76201 Bernard Barnes 7100 Highlands Pkwy SE Smyrna, GA 30082 Telephone: 770-863-1733 E-mail: barnesbe@us.ibm.com Your Point of Contact Agreement: Zack Moericke Name: IBM Customer Agreement Telephone: 940 453-2688 Location: E-mail: zack.moericke@cityofdenton.com http://www.ibm.com/support/operations/us/en/ica Document Number: TBD Location address(es) where Services will be provided: Agreement for Exchange of Confidential Information Name: AECI Location: http://www.ibm.com/support/operations/us/en/aeci Document Number: TBD S: Apptus quote number- Name: Q-00050640 Xforce IRIS Tier 2 renewal 3 year proposal Document Number: INTC-81374111-02 Schedule Effective Date: The date on this Schedule when signed by the last party Offer Expiration Date: 6-30-19 Estimated Schedule: Estimated Start Date: 9-2-19 Estimated End Date: 9-1-22 INTC-813574111-02 01-2019 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF Summary of Services Activity Description Quantity Xforce IRIS retainer 80 Purchased Retainer Hours per year 1 Tier 2 Incident Program Assessment 5 IR Playbooks included in Retainer: 1 Tabletop Exercises 2 IBM X-Force Hosted Threat Analysis Service seats 8. Facilities and Hours of Coverage a. The Services will be performed at the location(s) specified above and at IBM location(s). You understand and acknowledge that IBM is permitted to use global resources (non-permanent residents used locally and personnel in locations worldwide) for delivery of the Services. b. IBM will provide the Services during normal business hours, 24 hours a day, except national holidays, unless otherwise specified. In some cases, you may be required to provide access to locations outside normal business hours, as mutually agreed between you and IBM. You may incur a charge for Services provided outside of normal business hours. 9. Charges Unless otherwise stated herein, Charges are based upon a contiguous work schedule. Delays in the work schedule are subject to the Project Change Control Procedure and may result in an increase in charges. The charges for the Services identified in this Schedule and the SOW, exclusive of applicable taxes, travel expenses and shipping charges are as specified in the Summary of Charges table below. If travel is required, you are responsible for all actual and reasonable travel and living expenses, which would include reasonable and necessary charges associated with such travel and living expenses (e.g., expenses are in addition to the above charges and are currently estimated at 20-25% of the total Services charge. Actual travel and living expenses will be invoiced monthly after they are incurred. Shipping charges that are incurred by IBM during the performance of this SOW will be invoiced to you as incurred. Invoices are due upon receipt and payable within 30 days. You agree to pay by electronic funds transfer (to an account specified by IBM) or other means acceptable and agreed to by the parties. 9.1 Summary of Charges Description Charges $135,000 Xforce IRIS Tier 2 IRIS-RETAINER-T2 (36 months) TOTAL SERVICES CHARGES $135,000 INTC-813574111-02 01-2019 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF Payment Schedule Payment Event Charges Annual Billing Charge $45,000 TOTAL CHARGES $135,000 10. Project Procedures 10.1 Project Change Control Procedure The following process will be followed if a change to the SOW or this Schedule is required. a. A Project Change Request (PCR) will be the vehicle for communicating change. The PCR must describe the change, the rationale for the change and the effect the change will have on the Services. b. The requesting party will document the proposed change and submit the request to the other party. c. Both parties will review the proposed change and recommend it for further investigation or reject it. IBM will specify any charges for such investigation. A PCR must be signed by authorized representatives from both parties to authorize investigation of the recommended changes. IBM will invoice you for any such charges. The investigation will determine the effect that the implementation of the PCR will have on price, schedule and other terms and conditions of the SOW or this Schedule. d. A written Change Authorization and/or PCR must be signed by authorized representatives from both parties to authorize implementation of the investigated changes. Until a change is agreed in writing, both parties will continue to act in accordance with the latest agreed upon version of the SOW and this Schedule. 10.2 Deliverable Materials Acceptance Procedure Each deliverable Material specified in the section of the SOW will be reviewed and accepted in accordance with the following procedure: a. One copy of the deliverable Material will be submitted to your Point of Contact. It is the responsibility of your Point of Contact to make and distribute additional copies to any other reviewers. b. Within five business days of receipt, your Point of Contact will either accept the deliverable Material or provide IBM with a written list of requested revisions. If IBM receives no response from your Point of Contact within five business days, then the deliverable Material will be deemed accepted. c. s stated in the section of the SOW. d. The revisions recommended by your Point of Contact and agreed to by IBM will be made and the deliverable Material will be resubmitted to your Point of Contact, at which time the deliverable Material will be deemed accepted. e. The revisions recommended by your Point of Contact, not agreed to by IBM, will be managed in accordance with the Project Change Control Procedure. f. Any conflict arising from this Deliverable Materials Acceptance Procedure will be addressed as specified in the Escalation Procedure below. 10.3 Escalation Procedure The following procedure will be followed if resolution is required to a conflict arising during the performance of the Services. When a conflict arises between your Point of Contact and IBM, the project team member(s) will first strive to work out the problem internally. a. Level 1: If the project team cannot resolve the conflict within two business days, your Point of Contact and IBM will meet to resolve the issue. INTC-813574111-02 01-2019 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF b. Level 2: If the conflict is not resolved within three business days after being escalated to Level 1, your executive sponsor will meet with IBM to resolve the issue. c. If the conflict is resolved by either Level 1 or Level 2 intervention, the resolution will be addressed in accordance with the Project Change Control Procedure. d. If the conflict remains unresolved after Level 2 intervention, then either party may terminate the applicable Service. If the conflict is addressed by termination, you agree to pay IBM for a) all Services IBM provides and any products and Materials IBM delivers through termination, b) all expenses IBM incurs through termination, and c) any charges IBM incurs in terminating the Services. e. During any conflict resolution, IBM agrees to provide Services relating to items not in dispute, to the extent practicable pending resolution of the conflict. You agree to pay invoices per this Schedule and the SOW. IBM agrees to provide the Services specified in this Schedule provided you accept this Schedule, without modification, by signing in the space provided below on or before the Offer Expiration Date specified above. By signing this Schedule by hand or where recognized by law, electronically, you confirm that you have read and accept, without modification, the terms of this Schedule, the IBM Customer Agreement or any equivalent agreement in effect between us identified in this Schedule , the AECI, and the SOW identified herein. All such documents are incorporated by reference into this Schedule. If there is a conflict among the terms in the various documents, 1) the terms of the SOW prevail over those of the Agreement; and 2) the terms of this Schedule prevail over those of the SOW and the Agreement. This Schedule, the Agreement, the AECI, and the SOW are the complete agreement between the parties regarding the Services, and replace any prior oral or written communications between us. Accordingly, in entering into this Schedule, neither party is relying upon any representation that is not specified in this Schedule including without limitation, any representations concerning 1) estimated completion dates, hours, or charges to provide the Services; 2) the experiences of other customers; or 3) results or savings you may achieve. You are responsible for printing and retaining a copy of all associated documents for your records of this transaction. Agreed to: Agreed to: IBM City of Denton By______________________________________ By______________________________________ Authorized signature Authorized signature Title: Title: Name (type or print): Name (type or print): Date: Date: above. INTC-813574111-02 01-2019 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF Appendix A Supported Location for Incident Response (US Comments State or Country) Massachusetts Services performed on systems located in Massachusetts will be performed by IBM personnel. Per the Certification Unit, Massachusetts State Police, applicable state law may be interpreted to require computer forensics identifying a specific party to be performed by a licensed party. Additional rates for IBM managed Subcontractor may apply. Maryland Services performed on systems located in Maryland will be performed by IBM personnel. Please note that as of date of this SOW, applicable state law may be interpreted to require computer forensics identifying a specific party to be performed by a licensed party. Additional rates for IBM managed Subcontractor may apply. Texas As of the date of this SOW, the Texas Private Security Bureau interprets applicable state law, and state law explicitly requires, computer forensics to be performed by a licensed investigator. Services performed on systems located in Texas will be performed by a licensed subcontractor. Additional rates for IBM managed Subcontractor may apply. Michigan As of the date of this SOW, applicable state law explicitly requires computer forensics to be performed by a licensed investigator, where such forensics are to be used as evidence before a court, board, officer, or investigating committee. Services performed on systems located in Michigan will be performed by licensed IBM personnel, as required. South Carolina As of the date of this SOW, the Office of the Attorney General and the South Carolina Law Enforcement Division interpret applicable state law to require computer forensics to be performed by a licensed investigator. Services performed on systems located in South Carolina will be performed by licensed subcontractor. Additional rates for IBM managed Subcontractor may apply. Nevada As of the date of this SOW, applicable state law explicitly requires computer forensics to be performed by a licensed investigator. Services performed on systems located in Nevada will be performed by a licensed subcontractor. Additional rates for IBM managed Subcontractor may apply. Kentucky As of the date of this SOW, the Kentucky Board of Licensure for Private Investigators interprets applicable state law to require computer forensics to be performed by a licensed investigator. Services performed on systems located in Kentucky will be performed by a licensed subcontractor Additional rates for IBM managed Subcontractor may apply. INTC-813574111-02 01-2019 DocuSign Envelope ID: BA7242F0-9C1B-4C54-90CE-A1012E713CCF Georgia As of the date of this SOW, the Office of the Secretary of State and the Georgia Board of Private Detective and Security Agencies interpret applicable state law to require computer forensics to be performed by a licensed investigator. Services performed on systems located in Georgia will be performed by a licensed subcontractor. Additional rates for IBM managed Subcontractor may apply. All other US States Onsite Incident Response INTC-813574111-02 01-2019 Certificate Of Completion Envelope Id: BA7242F09C1B4C5490CEA1012E713CCFStatus: Sent Subject: Please DocuSign: City Council Contract 7098 Cyber Security Services - IBM Source Envelope: Document Pages: 23Signatures: 3Envelope Originator: Certificate Pages: 6Initials: 1Suzzen Stroman AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-06:00) Central Time (US & Canada)suzzen.stroman@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Suzzen StromanLocation: DocuSign 6/7/2019 12:22:40 PM suzzen.stroman@cityofdenton.com Signer EventsSignatureTimestamp Suzzen StromanSent: 6/7/2019 4:54:18 PM Completed suzzen.stroman@cityofdenton.comViewed: 6/7/2019 4:55:03 PM BuyerSigned: 6/7/2019 4:55:06 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Melissa KraftSent: 6/7/2019 4:54:18 PM Melissa.Kraft@cityofdenton.comViewed: 6/7/2019 4:54:50 PM Chief Technology OfficerSigned: 6/7/2019 4:55:02 PM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 47.190.47.120 (None) Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori HewellSent: 6/7/2019 4:54:18 PM lori.hewell@cityofdenton.comResent: 6/10/2019 11:33:32 AM Purchasing ManagerViewed: 6/10/2019 2:37:39 PM City of DentonSigned: 6/10/2019 2:37:54 PM Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 129.120.6.150 (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 6/7/2019 4:54:18 PM mack.reinwand@cityofdenton.comViewed: 6/7/2019 4:55:28 PM City of DentonSigned: 6/7/2019 4:55:51 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer EventsSignatureTimestamp Bernard BarnesSent: 6/10/2019 2:37:58 PM barnesbe@us.ibm.comViewed: 6/10/2019 2:57:05 PM Information Security SpecialistSigned: 6/10/2019 2:57:16 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.42.208.182 Electronic Record and Signature Disclosure: Accepted: 6/10/2019 2:57:05 PM ID: 7ac28cbc-1d3a-48c5-bf43-1f357c2539af Tabitha MillsopSent: 6/10/2019 2:57:18 PM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios Rosa.Rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Tabitha MillsopSent: 6/10/2019 2:37:56 PM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri ThurmanSent: 6/10/2019 2:37:57 PM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy EventsStatusTimestamp Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness EventsSignatureTimestamp Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted6/10/2019 2:57:18 PM Payment EventsStatusTimestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1429,Version:1 AGENDA CAPTION Consider adoption of an ordinance by the City of Denton, Texas, a Texas Home-Rule Municipal Corporation, authorizing the City Manager to execute a contract with Redflex Traffic Systems INC for the removal of an automatic traffic signal enforcement system; and providing an effective date. City of DentonPage 1 of 1Printed on 6/21/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: ACM: Mario Canizares DATE: June 25, 2019 SUBJECT Consider adoption of an ordinance by the City of Denton, Texas, a Texas Home-Rule Municipal Corporation, authorizing the City Manager to execute a contract with Redflex Traffic Systems INC for the removal of an automatic traffic signal enforcement system; and providing an effective date. BACKGROUND On November 15, 2005, the City Council authorized the City Manager to enter into a contract with Redflex Traffic Systems for the administration of an automated traffic signal enforcement system, or a - On June 1, 2019, the Governor of the State of Texas signed House Bill 1631, which prohibits local authorities, including municipalities, from operating a photographic traffic signal enforcement system, or red-light camera. On June 11, 2019, the City of Denton City Council terminated the 2005 contract with Redflex effective immediately. The termination provision in the 2005 contract provides that Redflex will remove their equipment and return the intersections to pre-Redflex conditions but does not require that this work be completed within a specified period. The ordinance under consideration authorizes the City Manager to execute a written contract with Redflex it to allow Redflex an opportunity to retrieve it. The City will dispose of any equipment not claimed within a reasonable period of time. EXHIBITS Exhibit 1 Agenda Information Sheet Exhibit 2 Removal Ordinance Exhibit 3 Removal Agreement Exhibit 4 Termination Ordinance Respectfully submitted: Brian D. Jahn City Traffic Engineer City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1437,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,authorizing theCityManagertoexecuteacontractwithVirTra,Inc.,fortheongoingmaintenanceofVirTraweapon simulatorsystemfortheCityofDentonPoliceDepartment,whichisthesoleproviderofthissoftwarein accordancewithTexasLocalGovernmentCode252.022,whichprovidesthatprocurementofcommoditiesand servicesthatareavailablefromonesourceareexemptfromcompetitivebidding,andifover$50,000shallbe awardedbythegoverningbody;andprovidinganeffectivedate(File7016-awardedtoVirTra,Inc.,forone (1)year,withtheoptionforfour(4)additionalone(1)yearextensions,inthetotalfive(5)yearnot-to-exceed amount of $196,000). City of DentonPage 1 of 1Printed on 6/21/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: June 25, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with VirTra, Inc., for the ongoing maintenance of VirTra weapon simulator system for the City of Denton Police Department, which is the sole provider of this software in accordance with Texas Local Government Code 252.022, which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding, and if over $50,000 shall be awarded by the governing body; and providing an effective date (File 7016 - awarded to VirTra, Inc., for one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $196,000). INFORMATION /BACKGROUND The Police Department uses the VirTra weapon simulator for decision-making simulation and tactical firearms training for Police Academy and surrounding law enforcement agencies. The Virtra V-300 simulator system is the higher standard for decision-making simulation and tactical firearms training. Five screens and a 300-degree immersive training environment ensures that time in the simulator translates into real-world survival skills. The simulator system allows the officers to experience an additional level of training that will better prepare them for the real world and potentially violent encounters. The initial proposed plan was to upgrade our current equipment with a cost of $91,076 plus the annual maintenance of $29,101 bringing the total cost to $207,480 for 5 years. With this new service contract, the cost will only be $196,000 for 5 years; which, includes the system upgrade and the savings of $11,480 within the contract terms. -going maintenance from VirTra certified technicians in order to keep the system and equipment up-to-date. The maintenance including telephone support, remote assistance, certified technicians to be onsite for any inspection of the system, recalibration, operating system upgrade, repairs, labor and parts cost which is stated in the maintenance contract. Section 252.022 of the Local Government Code provides that procurement of sole source commodities and services are exempt from competitive bidding, if over $50,000, shall be awarded by the governing body. RECOMMENDATION Award a contract with VirTra, Inc., for the ongoing maintenance of VirTra weapon simulator system for the City of Denton Police Department, in the total five (5) year not-to-exceed amount of $196,000 PRINCIPAL PLACE OF BUSINESS VirTra, Inc. Tempe, AZ ESTIMATED SCHEDULE OF PROJECT This is a five (5) year contract. FISCAL INFORMATION These services will be funded from Technology Services operating account number 830700.6504 starting October 1, 2018. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Sole Source Letter Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Melissa Kraft 940-349-7823. Legal point of contact: Mack Reinwand at 940-349-8333. SOLE SOURCE DOCUMENTATION August 17th, 2018 For the purposes of creating a sole source justification for VirTra Incs line of simulators, the following details regarding VirTra Simulators should be considered: VirTra has been developing and producing a proprietary simulation system and software using multiple screens and real video for small arms and use of force training since 2001. Based upon our research, VirTra is the only manufacturer of firearms simulation equipment and proprietary software to incorporate real and interactive video seamlessly displayed and fully interactive across all screens at the same time. Video based characters and laser tracking equipment can be engaged and detected on each of the screens of the simulator at the same time or in series of events that trigger others to occur on different screens. In addition, VirTra invented the Threat-Fire Device and is the only manufacturer of this equipment throughout the world. VirTra has been awarded a US Patents (#8,016,594, #8,267,691) for the Threat-Fire device and is the only simulator company that can produce or sell any device using electronic impulses to simulate consequences during screen-based simulation training. The Threat Fire device can be added to any and all VirTra simulators after the initial purchase and at a later date. Research shows that VirTra Inc. is the only manufacturer of simulators to offer an ƦŭƩğķĻ tğƷŷ allowing customers to maintain the value of their simulation equipment while under warranty and apply the full value towards the purchase of more immersive VirTra simulation technology at a later date. Example: A customer purchases a V-180, system and wants to upgrade to a five-screen system later and while under warranty- the full value of the V180 System will be applied to the purchase price of the V300,five- screen system and the equipment will be upgraded. Lastly, VirTra has created a proprietary software package called V-Author. The V-Authorsoftware allows for the creation of unique training content that can only be used on the VirTra line of simulation equipment. The V-Author software is the only known software allowing for the creation and display of real video-based assets on multiple, seamless screens where all are interactive. V- Author software and scenarios can be added to any and all VirTra simulators after the initial purchase and at a later date as requested by the customer. In summary: VirTra Simulators have the exclusive ability to simulate return fire and consequences by delivering electrical impulses to the trainee. VirTra Simulators seamlessly display real and completely interactive video across all multiple and interconnectedscreens. VirTra Simulators use an automatic top refill station with a ƦǒƒƦ to recharge the liquid C02 propellant used in the tether-less recoil systems. The refill station uses Adapter Plates custom made to fit specific magazines. The VirTra V-Author software can only be used on VirTra Simulators. VirTra Inc. is the only manufacturer of simulation equipment that offers an ƦŭƩğķĻ tğƷŷ͵ VirTra VirTra is the only responsive and responsible source for the above mentioned equipment and capabilities. This statement is supported by market research and exclusively fulfills the needs of the purchaser. VirTra Systems is the only manufacturer and directly offers the Threat-Fire, VirTra 300, VirTra 180, VirTra Range, VirTra 100, V-Author and other products referenced in herein. If you have any questions or need clarification Ryan Bray VirTra Systems 480.968.1488 Ext. 5012 2 of 2 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AN VIRTRA, INC. (FILE 7016) THIS CONTRACT is made and entered into this date ______________________, by and between VIRTRA, INC. a Nevada corporation, whose address is 7970 S. KYRENE ROAD, TEMPE, AZ 85284, 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 Supplier shall provide products and/or services in document FILE 7016 Maintenance and Support of Current Police Use of Force Training Simulator for the , a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions ); (b) City of Denton Standard Terms and Conditions B (c) Insurance Requirements C (d) Certificate of Interested Parties Electronic Filing (Exhibit "D"); (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 Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that SupplierSupplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that SupplierSupplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR THIS AGREEMENT HAS BEEN BY: ______________________________ BOTH REVIEWED AND APPROVED AUTHORIZED SIGNATURE as to financial and operational obligations and business terms. Date: _______________________________ Printed Name: ________________________ _______________ ________________ SIGNATURE PRINTED NAME Title: _______________________________ __________________________________ ___________________________________ TITLE PHONE NUMBER __________________________________ ___________________________________ DEPARTMENT EMAIL ADDRESS ___________________________________ APPROVED AS TO LEGAL FORM: TEXAS ETHICS COMMISSION AARON LEAL, CITY ATTORNEY CERTIFICATE NUMBER BY: __________________________________ CITY OF DENTON, TEXAS ATTEST: ROSA RIOS, CITY SECRETARY BY: ______________________ TODD HILEMAN BY: _________________________________ CITY MANAGER Date: File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $196,000. Pricing shall be per Exhibit E attached. 2. 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 four (4) 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. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 3. Price Escalation and De-escalation 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 annually from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities 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. Exhibit B 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 File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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. 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 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. File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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 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, 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 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Cont 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, File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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 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 infor 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 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; File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 loyees or contractors, 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 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. 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 under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising o 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 File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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 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; File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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 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 rights under this section. File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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 any reason th 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 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 rmination 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 nd 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. File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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 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, - 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, in whole or in part, without cause any t 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 File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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 Contrac 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 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. 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 File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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 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. 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. notice of erosion of the aggregate limits below occurrence limits for all applicable cov File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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 uch 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 c and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contracto 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- behalf. Further, Contractor File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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) 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. 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 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 File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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 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 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 City Interest Questionnaire. File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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, wor 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. ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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 ar 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: File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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 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: discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: 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 File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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 File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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 urance 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 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 File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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 Exhibit C INSURANCE REQUIREMENTS AND 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. 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 File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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. 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. File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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. \[X\] Contractor shall purchase and maintain 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 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 File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 prosecution of the work or Contractor's operations under this contract. Coverage shall be 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 Said coverage may be Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, 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 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 File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 contract, that requirement will be described in the "Specific Conditions" of the contract specifications. ATTACHMENT 1 \[X\] 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. File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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 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: File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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; 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. Th 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. Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics File #7016 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 VirTra STEP Annual Contract Offering VIRTRA, INC. SIMULATED FIREARM EQUIPMENT AND TRAINING SERVICES AGREEMENT AGREEMENT: Simulated Firearm Equipment and Training Services Agreement (the “Agreement”) is made and entered by and between the organizations or entities set forth below to provide Agency with certain hardware, software, documentation, installation, training, maintenance, and support (collectively, the “System”). CONTRACT PRICE SUMMARY: Initial Payments: Annual Payment: TERM: Unless earlier terminated as set forth herein, this Agreement shall remain in force for an initial period of twelve (12) months (the “Initial Term”). After the Initial Term, and this Agreement shall automatically renew for additional periods of twelve (12) months (each a “Renewal Term”) unless and until one party provides the other party with written notice of termination at least sixty (60) days prior to the end of the Initial Term or any then current Renewal Term. The Initial Term plus any Renewal Term shall considered be the “Term” of this Agreement. EXHIBITS: The following exhibits are incorporated herein by reference and form a material part of this Agreement. Exhibit A: General Terms and Conditions. Exhibit B: Maintenance and Support Agreement. Exhibit C: System Acceptance Check List. Exhibit D: Services, Equipment, and Pricing Summary SIGNATURES: By signing below, each signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity, that he/she has the authority to bind the entity listed below to contractual obligations and that by his/her signature on this Agreement, the entity on behalf of which he/she acted, executed this Agreement. FOR AGENCY _____________________________________________________________________ _________________________ Signature Date DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 ____________________________________________________________________________________________________ Printed Name and Title ___________________________________________________ ___________________________________________________ ___________________________________________________ ___________________________________________________ FOR VIRTRA _____________________________________________________________________ _________________________ Signature Date ____________________________________________________________________________________________________ Printed Name and Title 7970 South Kyrene Road Tempe, AZ 85284 (480) 968-1488 EXHIBIT A VIRTRA, INC. AGREEMENT FOR SIMULATED FIREARM EQUIPMENT AND TRAINING SERVICES GENERAL TERMS AND CONDITIONS 1. NON-EXCLUSIVE AGREEMENT The Agreement does not establish an exclusive contract between the Agency and VirTra. Each party expressly reserves rights to, without limitation, the following: the right to utilize others to provide products, support and services; the right to request proposals from others with or without requesting proposals from VirTra; and the unrestricted right to bid and supply any such product, support or service. 2. PRODUCTS AND SERVICES VirTra agrees to provide the Agency with the System, including all goods and services in accordance with the terms and conditions set forth in the Agreement, including all Exhibits that are attached to the Agreement and incorporated herein, as well as all necessary manpower and other necessary resources. ANY ADDITIONAL OR DIFFERENT TERMS OR QUALIFICATIONS, INCLUDING, WITHOUT LIMITATION, ELECTRONICALLY OR IN MAILINGS, ATTACHED TO INVOICES OR WITH ANY GOODS SHIPPED, SHALL NOT BECOME PART OF THE CONTRACT BETWEEN THE PARTIES. THE PARTIES AGREE THAT ALL TERMS AND CONDITIONS ARE SET FORTH IN THIS AGREEMENT. Employees and agents of VirTra, shall, while on the premises of the Agency, comply with all rules and regulations of the premises, including, but not limited to, security requirements. If required, VirTra shall be responsible for installation, training and knowledge transfer activities in relation to the goods being supplied, as set forth in Exhibit B to this Agreement. All equipment shall be delivered to a Agency site specified in the contract release purchase order, or if not so specified therein, as otherwise agreed by the parties in writing. Upon any termination or expiration of this Agreement, the System and all other related materials provided to Agency hereunder shall be returned to VirTra or, at VirTra’s option, VirTra may arrange for pickup of the System and related materials. The System and related materials must be returned to VirTra in good repair and functionality, considering reasonable wear and tear. VirTra shall provide the System and perform work in a professional manner consistent with, at a minimum, general industry standards. 3. NECESSARY ACTS AND FURTHER ASSURANCES The parties agree that they shall cooperate and execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement. 4. COUNTING DAYS Days are to be counted by excluding the first day and including the last day, unless the last day is a Saturday, a Sunday, or a legal holiday, and then it is to be excluded. DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 5. PRICING Unless otherwise stated, prices shall be fixed for the first year of the Agreement, with increases in payments in subsequent years to be mutually agreed by the parties in writing. If any product listed in this Agreement is discontinued or upgraded prior to delivery, VirTra shall extend the same pricing towards a comparable replacement that is functionally equivalent or an upgraded version. Exhibit D of the Agreement is the basis for pricing and compensation throughout the term of the Agreement. 6. MODIFICATION This Agreement or any contract release purchase order may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement contract release purchase order will be binding on Agency unless it is in writing and signed by am authorized representative of the Agency. 7. HAZARDOUS SUBSTANCES If any product being offered, delivered or supplied to the Agency is listed in the Hazardous Substances List of the Regulations of the Occupational Safety and Health Administration, or if the product presents a physical or health hazard, VirTra must include a Material Safety Data Sheet (MSDS) with delivery, or shipment. Each MSDS must reference the contract/purchase order number, and identify the “Ship To Address”. All shipments and containers must comply with the labeling requirements of Title 49, Code of Federal Regulations by identifying the hazardous substance, name and address of manufacturer, and appropriate hazard warning regarding potential physical safety and health hazard. 8. SHIPPING AND RISK OF LOSS Goods shall be packaged, marked and otherwise prepared by VirTra in suitable containers in accordance with sound commercial practices. VirTra shall include an itemized packing list with each shipment and with each individual box or package shipped to the Agency. The packing list shall contain, without limitation, the applicable contract release purchase order number. Unless otherwise specified in writing, all shipments by VirTra to Agency will be F.O.B. point of destination. Freight or handling charges are not billable unless such charges are referenced on the order. Transportation receipts, if required by contract release purchase order, must accompany invoice. Regardless of F.O.B. point, VirTra agrees to bear all risks of loss, injury, or destruction to goods and materials ordered herein which occur prior to delivery at Agency’s destination; and such loss, injury or destruction shall not release VirTra from any obligation hereunder. 9. INSPECTION AND RELATED RIGHTS All goods and services are subject to inspection, testing, approval and acceptance by the Agency. Inspection shall be made within prior to execution of the System Acceptance Checklist, shown in Exhibit C. In the event that VirTra’s goods are not accepted by Agency due to a material breach by VirTra, VirTra shall be liable to remedy, repair, or replace the rejected goods. The rights and remedies of Agency provided herein shall not be exclusive and are in addition to any other rights and remedies provided by law. The acceptance by Agency of late or partial performance with or without objection or reservation shall not waive the right to claim damage for such breach nor constitute a waiver of the rights or requirements for the complete and timely performance of any obligation remaining to be performed by VirTra, or of any other claim, right or remedy of the Agency. Agency’s acceptance of the goods and services offered by VirTra hereunder shall be evidenced by an authorized signature on Exhibit C. 10. ADJUSTMENT BY COMPANY The Agency reserves the right to waive a variation in specification of goods or services supplied by VirTra. VirTra may request an equitable adjustment of payments to be made by Agency if Agency requires a change in the goods or services to be delivered. Any claim by VirTra for resulting adjustment of payment must be asserted within thirty (30) days from the date of receipt by VirTra of the notification of change required by Agency. 11. INVOICING VirTra shall invoice Agency on a periodic basis, in accordance with the pricing set forth in Exhibit B of the Agreement. Invoices shall be sent to the Agency customer or department referenced above or such other person or address as the Agency may provide to VirTra, in writing, from time to time. Invoices for goods or services not specifically listed in the Agreement will not be approved for payment. Invoices shall include: VirTra’s complete name and remit-to address; invoice date, invoice number, and payment term; Agency contract number; pricing per the Agreement; applicable taxes; and total cost. VirTra and Agency shall make reasonable efforts to resolve all invoicing disputes within seven (7) days. 12. AVAILABILITY OF FUNDING The Agency’s obligation for payment of any fees or charges beyond the Initial Term is contingent upon the availability of funding and upon appropriation for payment to VirTra. 13. PAYMENT The Agency’s standard payment term shall be Net 30, unless otherwise agreed to by the parties. Payment shall be due thirty (30) days from the DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 date of receipt of each invoice issued hereunder. 14. OTHER PAYMENT PROVISIONS Notwithstanding anything to the contrary, Agency shall not make payments prior to receipt of service or goods (i.e. the Agency will not make “advance payments”). Sales tax shall be noted separately on every invoice. Items that are not subject to sales tax shall be clearly identified. VirTra shall be responsible for payment of all state and federal taxes assessed on the compensation received under this Purchase Order and such payment shall be identified under VirTra’s federal and state identification number(s). 15. TERMINATION FOR CAUSE Either party may terminate this Agreement or any contract release purchase order, in whole or in part, for cause upon thirty (30) days written notice to the other party. For purposes of this Agreement, cause includes, but is not limited to, any of the following: (a) material breach of this Agreement or any contract release purchase order, (b) violation by a party of any applicable laws or regulations; or (c) assignment or delegation by a party of the rights or duties under this Agreement without the written consent of the other party. In lieu of terminating immediately upon default, the non-defaulting party may, at its option, provide written notice specifying the cause for termination and allow the defaulting party ten (10) days (or other specified time period in the written notice) to cure. If, within ten (10) days (or other specified time) after such notice has been given, the defaulting party has not cured the default to the reasonable satisfaction of the non-defaulting party, or if the default cannot be reasonably cured within that time period, the non-defaulting party may terminate this Agreement at any time thereafter. 16. TERMINATION FOR BANKRUPTCY If VirTra is adjudged to be bankrupt or should have a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of VirTra’s insolvency, the Agency may terminate this Agreement immediately without penalty. For the purpose of this Section, bankruptcy shall mean the filing of a voluntary or involuntary petition of bankruptcy or similar relief from creditors; insolvency; the appointment of a trustee or receiver, or any similar occurrence reasonably indicating an imminent inability to perform substantially all of the party’s duties under this Agreement. 17. DISPUTES Except as otherwise provided in this Agreement, any dispute arising under this contract that is not disposed of by agreement shall be subject to mediation and then binding arbitration. 18. ACCOUNTABILITY VirTra will be the primary point of contact for the manufacturer, deliverer or any subcontractors and assume the responsibility of all matters relating to the purchase, including those involving the manufacturer and deliverer or any subcontractor, as well as payment issues. If issues arise, VirTra must take immediate action to correct or resolve the issues. 19. NO ASSIGNMENT, DELEGATION OR SUBCONTRACTING WITHOUT PRIOR WRITTEN CONSENT VirTra may not assign any of its rights, delegate any of its duties or subcontract any portion of its work or business under this Agreement or any contract release purchase order without the prior written consent of Agency. Notwithstanding the foregoing, VirTra may transfer it rights and obligations under this Agreement in conjunction with a sale of all or substantially all of VirTra’s assets. 20. MERGER AND ACQUISITION The terms of this Agreement will survive an acquisition, merger, divestiture or other transfer of rights involving VirTra. In the event of an acquisition, merger, divestiture or other transfer of rights VirTra must ensure that the enquiring entity or the new entity is legally required to: A. Honor all the terms negotiated in this Agreement and any pre-acquisition or pre-merger Agreement between VirTra and the Agency, including but not limited to: a) established pricing and fees; b) product support and maintenance until the contract is terminated; and c) no price escalation during the term of the Agreement. B. If applicable, provide the functionality of the software in a future, separate or renamed product, if the acquiring entity or the new entity reduces or replaces the functionality, or otherwise provide a substantially similar functionality of the current licensed product. The Agency will not be required to pay any additional license or maintenance fee. C. Give the Agency prompt written notice following the closing of an acquisition, merger, divestiture or other transfer of rights involving VirTra. 21. COMPLIANCE WITH ALL LAWS & REGULATIONS VirTra shall comply with all laws, codes, regulations, rules and orders (collectively, “Regulations”) applicable to the goods and/or services to be provided hereunder. VirTra’s violation of this provision shall be deemed a material default by VirTra, giving Agency the right to terminate the Agreement. Examples of such Regulations include but are not limited to Occupational Safety and Health Act of 1970 and the standards and regulations issued there under. VirTra agrees to indemnify and hold harmless the Agency for any loss, damage, fine, penalty, or any expense whatsoever as a result of VirTra’s failure to comply with the act and any standards or regulations issued there under. 22. FORCE MAJEURE Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused by events, occurrences, or causes DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or telecommunication service. Each party, as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. The party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. The Agency shall reserve the right to terminate this Agreement and/or any applicable order or contract release purchase order upon non-performance by VirTra. The Agency shall reserve the right to extend the agreement and time for performance at its discretion. 23. CONFLICTS OF INTEREST VirTra shall comply, and require its subcontractors to comply, with all applicable (i) requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations. In accepting this Agreement, VirTra covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. VirTra further covenants that, in the performance of this Agreement, it will not employ any contractor or person having such an interest. VirTra, including but not limited to VirTra’s employees and subcontractors. 24. INDEPENDENT CONTRACTOR VirTra shall supply all goods and/or perform all services pursuant to this Agreement as an independent contractor and not as an officer, agent, servant, or employee of Agency. VirTra shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors, if any. Nothing herein shall be considered as creating a partnership or joint venture between the Agency and VirTra. No person performing any services and/or supplying all goods shall be considered an officer, agent, servant, or employee of Agency, nor shall any such person be entitled to any benefits available or granted to employees of the Agency. VirTra is responsible for payment to sub-contractors and must monitor, evaluate, and account for the sub-contractor(s) services and operations. 25. INSURANCE At all times during the Term of this Agreement, VirTra shall maintain insurance coverage commensurate with VirTra’s obligations and liabilities hereunder. 26. DAMAGE AND REPAIR BY CONTRACTOR Any and all damages caused by VirTra’s negligence or operations shall be repaired, replaced or reimbursed by VirTra at no charge to the Agency. Repairs and replacements shall be completed in a timely and expedient manner. The clean up of all damage related to accidental or intentional release of any/all non-hazardous or hazardous material (e.g. hydraulic fluid, fuel, grease, etc.) from VirTra’s vehicles or during performance shall be the responsibility of VirTra. All materials must be cleaned up in a manner and time reasonably acceptable to Agency (completely and immediately to prevent potential as well as actual environmental damage). VirTra must promptly report each incident to the Agency. Damage observed by VirTra, whether or not resulting from VirTra’s operations or negligence shall be promptly reported by VirTra to Agency. Agency may, at its option, approve and/or dictate the actions that are in Agency’s best interests. 28. LIENS, CLAIMS, AND ENCUMBRANCES AND TITLE VirTra represents and warrants that all the goods and materials ordered and delivered are free and clear of all liens, claims or encumbrances of any kind. Title to the material and supplies purchased shall pass directly from VirTra to Agency at the F.O.B. point, subject to the right of Agency to reject upon inspection. 29. INDEMNITY Neither party shall not be liable for, and each party shall defend, indemnify and hold harmless the other party and the employees and agents of the other party (collectively, the “Indemnified Parties”) against any and all claims, demands, liability, judgments, awards, fines, mechanics’ liens or other liens, labor disputes, losses, damages, expenses, charges or costs of any kind or character, including without limitation attorneys’ fees and court costs (hereinafter collectively referred to as “Claims”), related to and arising either directly or indirectly from any act, error, omission or negligence of a party or its contractors, licensees, agents, servants or employees, excepting only Claims caused by the sole negligence or willfulness of a party. A party shall reimburse the other for all costs, attorneys’ fees, expenses and liabilities incurred with respect to any litigation in which a party is obligated to indemnify, defend and hold harmless the other party as set forth herein. 30. WARRANTY; MAINTENANCE VirTra shall provide the warranty and maintenance services set forth in Exhibit B to this Agreement. Except as expressly set forth therein, VirTra shall have no other maintenance or support obligations. 31. COOPERATION WITH REVIEW VirTra shall cooperate with Agency’s periodic review of VirTra’s performance. VirTra shall make itself available onsite to review the progress of the project and Agreement, as requested by the Agency, upon reasonable advance notice. DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 32. NON-DISCRIMINATION VirTra shall comply with all applicable Federal, State, and local laws and regulations concerning nondiscrimination and equal opportunity in contracting. Such laws include, but are not limited to, the following: Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; and The Rehabilitation Act of 1973 (§§ 503 and 504), VirTra shall not discriminate against any employee, subcontractor or applicant for employment because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status in the recruitment, selection for training including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of pay or other forms of compensation. Nor shall VirTra discriminate in provision of services provided under this Agreement because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. VirTra’s violation of this provision shall be deemed a material default by VirTra giving Agency a right to terminate the Agreement for cause. 33. SEVERABILITY Should any part of the Agreement between Agency and VirTra or any purchase order be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity of the remainder of the Agreement or any purchase order which shall continue in full force and effect, provided that such remainder can, absent the excised portion, be reasonably interpreted to give the effect to the intentions of the parties. 34. NON-WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by Agency. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor will any waiver constitute a continuing waiver unless the writing signed by the Agency so specifies. 35. USE OF COMPANY’S NAME FOR COMMERCIAL PURPOSES VirTra may not use the name of the Agency or reference any endorsement from the Agency in any fashion for any purpose, without the prior express written consent of the Agency. 36. HEADINGS AND TITLES The titles and headings in this Agreement are included principally for convenience and do not by themselves affect the construction or interpretation of any provision in this Agreement, nor affect any of the rights or obligations of the parties to this Agreement. 37. ENTIRE AGREEMENT This Agreement and its Exhibits constitute the final, complete and exclusive statement of the terms of the agreement between the parties. It incorporates and supersedes all the agreements, covenants and understandings between the parties concerning the subject matter hereof, and all such agreements, covenants and understandings have been merged into this Agreement. No prior or contemporaneous agreement or understanding, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in this Agreement. 38. EXECUTION & COUNTERPARTS This Agreement may be executed in one or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. The parties agree that this Agreement, its amendments, and ancillary agreements to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered a method described herein. 39. NOTICES All deliveries, notices, requests, demands or other communications provided for or required by this Agreement shall be in writing and shall be deemed to have been given when sent by registered or certified mail, return receipt requested; when sent by overnight carrier; or upon email confirmation to sender of receipt of a facsimile communication which is followed by a mailed hard copy from sender. Each party may designate their desired contact person and address by sending written notice to the other party, to be effective no sooner than ten (10) days after the date of the notice. 40. SURVIVAL All representations, warranties, and covenants contained in this Agreement, or in any instrument, certificate, exhibit, or other writing intended by the parties to be a part of their Agreement, will survive the termination of this Agreement. 41. CONTRACT EXECUTION Unless otherwise prohibited by law or Agency policy, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the Agency. 42. AGENCY POINT OF CONTACT DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 Each party will identify a point of contact to facilitate the contractual relationship, be responsible and accountable for fulfilling the requirements under the Agreement. Updated contact information for each point of contact shall be provided to the other party from time to time, as necessary. 43. THIRD PARTY BENEFICIARIES This agreement does not, and is not intended to, confer any rights or remedies upon any person or entity other than the parties. 44. AUTHORITY Each party executing the Agreement on behalf of such entity represents that he or she is duly authorized to execute and deliver this Agreement on the entity’s behalf, including the entity’s Board of Directors or Executive Director. This Agreement shall not be effective or binding unless it is in writing and approved by an authorized representative, as evidenced by their signature as set forth in this Agreement. 45. DATA AND OWNERSHIP All content generated or stored by the System that is related to the performance and activity of Agency personnel while using the System (“Content”) shall be the sole and exclusive property of Agency. Agency acknowledges and agrees that the System provides certain Content backup and verification features and that preservation of the Content is the sole and exclusive responsibility of Agency. Agency hereby grants VirTra a license to the Content for purposes including, but not limited to, measuring System performance and function, System maintenance, calibration, data aggregation for tests, training results, measurements, etc. 46. CONFIDENTIAL INFORMATION “Confidential Information” shall include all material non-public information, written or oral, disclosed, directly or indirectly, through any means of communication or observation to a party or any of its affiliates or representatives by the other party. Neither party shall, without the other party’s written permission, use or disclose Confidential Information other than in the performance of its obligations under this Agreement. All Confidential Information shall remain the property of the party that developed or legally acquired the Confidential Information. Neither party shall acquire an ownership interest in the other party’s Confidential Information by virtue of this Agreement. Each party shall defend, indemnify and hold the other party harmless against any claim, liability, loss, injury or damage arising out of, or in connection with, the unauthorized use, access, and/or disclosure of information by that party and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the other party. 47. LIMITATION OF LIABILITY Both parties’ liability for damages to each other for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, shall be limited to the greater of five hundred thousand dollars ($500,000) or two (2) times the Total Agreement Value. For purposes of this Section, “Total Agreement Value” will mean the aggregate Agreement price and any subsequent amendments to this Agreement. In no event will either party be liable to the other party for any direct, special, indirect, incidental, exemplary, punitive or consequential damages, however caused, whether for breach of warranty, breach of contract, negligence, strict liability, tort or under any other legal theory. The foregoing limitation of liability shall not apply to: (i) any indemnity and defense obligations related to infringement of intellectual property, personal injury, death, property damage; (ii) willful misconduct, gross negligence, or fraud; or (iii) reasonable attorney’s fees. 48. OWNERSHIP PROPERTY Except as expressly set forth herein, Agency acknowledges and agrees that all right, title, and interest in and to the System (and the intellectual property rights associated therewith) provided to Agency under the terms and conditions of this Agreement shall, at all times, belong to VirTra or VirTra’s partners, suppliers, and licensors. Nothing in this Agreement shall be construed or interpreted to confer any ownership interest in or to the System to Agency. Notwithstanding the foregoing, VirTra may, in VirTra’s sole discretion, transfer ownership of the System to Agency provided, however, that no transfer of intellectual property shall be inferred by such a transfer and continued use of the System after transference is permitted only by means of a continuing license from VirTra. 49. TAXES Sales tax, end user tax, pass-through tax, value-added tax (VAT), transaction privilege tax, consumption tax, customs tax and/or duties are the sole responsibility of the Buyer, and Buyer agrees to reimburse Seller for all applicable taxes that Seller is required to collect, regardless of the tax amount being excluded from VirTra’s quotes or Buyer’s Purchase Orders. 50. TAX EXEMPTION Buyer must provide Seller with a correct, valid and signed tax exemption certificate applicable to the specific goods and services purchased, relevant to the end use location, prior to Seller invoicing. If an invalid tax exemption certificate is received or no tax exemption certificate is received, it will be the responsibility of the Buyer to pay all required taxes. Additionally, it will be Buyer’s responsibility to obtain any tax refunds permitted if Seller has collected and remitted taxes to a taxing authority. Exhibit B Maintenance and Support Agreement DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 During the term of the Agreement, and provided that Agency is in material compliance with the terms and conditions set forth in Exhibit B, VirTra includes the following maintenance and support at no additional charge. Notwithstanding the foregoing, warranty and support may be excluded for any and all equipment damaged or destroyed by improper use or misuse in which case, additional charges may apply. 1: VirTra System Technician on installation site one time during Plan Year to perform the following functions as needed and if applicable. *Annual site visits only available on Contracts with the VirTra V-180 or V-300 Simulator Systems in Exhibit B. 1 Upgrade VirTra Operating System (VOS) Features 2 Install new VirTra training scenarios Clean Computer, Monitor & Keyboard Perform Computer Diagnostics Clean Simulator Screens Upgrade to most current base library Recalibrate System Inspect Refill Station & Regulator Recondition & Test Recoil Kits Zero all Laser Based Items Test Threat-Fire™ Devices for Proper Functionality Test OC & Taser Devices for Proper Functionality Inspect & Test Speakers and Sound FX Provide a List of Inspected Items Provide User Refresher Training 3 2: Parts and Labor in the event of a non-functioning system or accessory. 4 3: Use of VirTra’s Advance Replacement Program. 4: Telephone Support between the hours of 8AM and 5PM AZ Time. After Hours Support calls returned between 8AM and 9AM the following day. 5: Simulator Computer and Projector Upgrade after five (5) years of deployment and if Contract renewal into sixth year of service. Other electronics and hardware to be upgraded at VirTra’s discretion. 6: Travel expenses if a VirTra technician must travel to customer location. 5 7: Overnight Shipping on all replacement or repaired parts 6 8: Remote Assistance 1 – VirTra Operating Software Version 4 (VOS 4) will be automatically upgraded to the most current 4.XX.XX release during Annual visit. Hardware must be supported by the new release and have enough hard drive space available on the system. 2 – Agency will receive the most current base library at the time of their annual service visit. Not all training scenarios may be compatible with Agency’s system and, accordingly, no guarantee of additional scenarios is provided. 3 – TASER X26 blue handle units found to be defective will be replaced with laser sim cartridges and customer will be required to supply working TASER handle. 4 – Limited Quantities and not available for all components. 5 – Where Available. 6 – Agency must allow remote access to System. Exhibit C Service Upgrade Checklist Inquire on what projectors are on site to ensure the correct bulbs are included Inquire on hard drive capacity and type to ensure adequate replacements are included as needed Check and replace projector bulbs (annually, after 900 hours have been put on the bulbs) Clean computer(s), keyboard, monitor(s) Computer diagnostics: remove unnecessary programs, de-fragment if HDD is used, verify hard drive space available and type Test all Weapon Kits and Wireless Accessories Ensure manuals are correct for System/Accessories Check sizes of Content folders (LE, MIL, and VSA folders) Take pictures of front and rear of stack Take pictures of disassembled kits Verify types and serial numbers of all kits on site Clean simulator screens Install VirTra Operating System (VOS) updates (if applicable) Re-calibrate system - verify and mitigate onsite IR devices. Verify Shot Tracking and any anomalies Recondition recoil kits to ensure proper function. Test batteries and seals/o-rings. Verify Tracking pulse length and input serials into VOS. DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 Inspect Refill Station to ensure optimal performance, identify any CO2 leaks, align refill blocks as needed Verify CO2 tank type. Test Threat-Fire devices for proper functionality and connectivity to system Test OC and Taser devices for proper functionality and accuracy. Check battery level on Taser and advise if replacement needed. Inspect and Test Speakers: ensure all speakers are producing output on Master and Cluster machines. Test volume balancing and sound equalization. Provide refresher training for customer. - Observe customers start/use/shutdown procedures and verify correct process. Address questions on basic operation and maintenance. Review proper startup and shutdown procedures Adding/configuring/zeroing/removing weapons Configuring trainees/trainee sets Accessory controller use with M-16 kits and Threat Fire devices. Inspect and replace the Refill Station nozzle seal, if needed. Provide customer with a list of inspected items Exhibit D: Services, Equipment, and Pricing Summary DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 Version 2.0-0617 © 2017 by VirTra Inc. All Rights Reserved. VirTra, the VirTra logo are either registered trademarks or trademarks of VirTra in the United States and/or other countries. DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 COPYRIGHT Copyright © 2017 by VirTra Inc. All Rights Reserved. No part of this publication may be reproduced, transcribed, stored in a retrieval system, translated into any language, or transmitted in any form or by any means, electronic, mechanical, magnetic, optical, chemical, photocopying, manual, or otherwise, without prior written permission from VirTra Inc. TRADEMARKS VirTra, the VirTra logo are either registered trademarks or trademarks of VirTra in the United States and/or other countries. Product names used in this manual are ascribed to their respective owners and acknowledged. VirTra V-300/V180 Service Agreement | Version 2.0-0617 Author: John Harris, VirTra Owner Sales Manager Layout/Design: Brent Barcena; VirTra Brand Manager DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 TABLE OF CONTENTS I. PHONE SUPPORT SERVICE AGREEMENT 4 A. ANNUAL SERVICE PERFORMANCE 4 II. SERVICE AGREEMENT TERMS & CONDITIONS 5 YEAR 1 5 III. LIMITATIONS & EXCLUSIONS 6 1.0 VIRTRA OBLIGATIONS. 6 2.0 CUSTOMER OBLIGATIONS. 6 3.0 REPLACEMENT PRODUCTS AND PARTS. 6 4.0 EXCLUDED SERVICES. 7 5.0 LIMITATION OF LIABILITY. 7 6.0 TERMINATION FOR CAUSE. 7 7.0 CONCURRENT REMEDIES; ATTORNEYS FEES. 7 8.0 OBLIGATION TO PAY. 7 9.0 ASSIGNMENT. 8 10.0 GOVERNING LAW. 8 11.0 NOTICES. 8 12.0 SEVERABILITY; WAIVER. 8 13.0 FORCE MAJEURE. 8 14.0 ENTIRE AGREEMENT. 8 IV. CONTACT VIRTRA 9 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 TABLE OF CONTENTS I. PHONE SUPPORT SERVICE AGREEMENT Parts and Labor in the event of a non-functioning system or accessory Travel expenses if a VirTra technician must travel to customer location Operating System Software Updates. Does not include scenarios. (When Applicable). Overnight Shipping on all replacement or repaired parts (Domestic Only & Where Available) Use of VirTras Advance Replacement Program. (Limited Quantities and not available for all components) Telephone Support Remote Assistance (Customer must allow network access) A. ANNUAL SERVICE PERFORMANCE Annual service visit during which a VirTra Technician will: Clean computer, monitor/keyboard. Perform computer diagnostics Clean simulator screens Install VirTra Operating System (VOS) updates (if applicable) Recalibrate system Recondition recoil kits Check projector bulbs and replace if deemed necessary by technician to return video quality its intended state. Test Threat-Fire devices for proper functionality. Test OC & Taser devices for proper functionality. Inspect and Test Speakers Provide customer with a list of inspected items Provide refresher training for customer Provide Customer with a list of new products and upgrades PAGE 4 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 TABLE OF CONTENTS II. SERVICE AGREEMENT TERMS & CONDITIONS YEAR 1YEAR 6 AND OLDER Full Manufacturers During year 2 -5 customers will have the option to Customers must upgrade their system in warranty included. purchase the Bi Annual, Annual or Phone Support order to stay on an annual or Bi Annual Plan. Customers who elect for the phone support agreement. If the customer does not pur- plan must pay for an inspection visit and pay out of chase a system upgrade at that time, the pocket for any repairs before being able to upgrade only option for support will be our Phone to the annual or bi-annual plan the follow year.Support Plan. Phone support plan does not cover any parts, labor, travel, software CUSTOMERS WHO ALLOW COVERAGE TO LAPSE upgrades, etc. All repairs must be paid out WILL HAVE TWO OPTIONS FOR RENEWAL. of pocket by the customer. 1. The customer can pay for a VirTra service tech- nician to come on site and diagnose any system problems. The customer will then be required to pay for the repairs of those items. Once all items are repaired, the customer will have the option of purchasing a Bi Annual or Annual service plan. 2. If the customer elects not to pay for the diag- nostic trip and repairs, the only option for a service plan will be the phone support plan. PAGE 5 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 TABLE OF CONTENTS III. LIMITATIONS & EXCLUSIONS The following terms and conditions govern the sale of this service contract between VirTra Systems, Inc. (VirTra) and the original purchaser of the product (Customer) in the continental United States. By purchasing, Customer agrees to be bound by and accepts these terms and conditions identifying how VirTra will support the VirTra system(s) (Equipment). This agreement may not be cancelled and Customer will not receive a refund of any amount paid hereunder. This warranty available in calendar years based upon the original date of installation. Warranty is only valid for equipment installed within the 48 continental United States. 1.0 VIRTRA OBLIGATIONS. VirTras basic obligation shall be to ensure Equipment remains free from defects in materials and workmanship. VirTra will provide a Service Manager available with telephone hotline that can be called for hardware or software - dates provided free of charge during the extended warranty period. If issues cannot be corrected by e-mail, tele- representative to the location for on-site service. 2.0 CUSTOMER OBLIGATIONS. The Customer has responsibility for exercising reasonable care in operating, handling and maintaining the Equip- ment. Customer acknowledges and agrees that VirTra may subcontract performance of certain services hereunder to third parties selected by VirTra. VirTra may, at its sole discretion, leave spare parts for Equipment with Customer. Customer must maintain consumable items such as projector bulbs, CO tanks, recoil kit support items, striker pins 2 and batteries. Equipment operation, handling, and maintenance procedures are covered by documentation which will be provided with the equipment. Equipment failure or damage which is attributable to the Customers, or a of the Customer. The Customer is expected to work promptly with VirTras service technician to resolve equipment problems. Customer is also responsible for notifying VirTra once replacement parts are received. Customer certi- must include, but not limited to, controllable HVAC, and must protect against electrical surges and black or brown outs. VirTra strongly recommends the purchase and use of uninterrupted power supplies (UPS) and high-quality surge protectors for equipment. 3.0 REPLACEMENT PRODUCTS AND PARTS. VirTra, at its sole discretion, may replace the failed Equipment or any part thereof, with a product of comparable or become Customers property; returned Equipment becomes property of VirTra. VirTra has no obligation to return replaced products or parts to the Customer. PAGE 6 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 TABLE OF CONTENTS 4.0 EXCLUDED SERVICES. may be subject to additional charges. (a) Repair of damage to the Equipment resulting from accident; improper packaging by Customer; Customer negligence; misuse; unauthorized repairs; failure of electrical power, air condi- of VirTra. (b) Installation of 3rd party software in violation of operating procedures. (c) Repair or replacement of equipment without prior consent of VirTra. 5.0 LIMITATION OF LIABILITY. (a) Coverage under this contract does not insure uninterrupted operation of the Customers Equipment. VirTras maximum liability under this contract will be limited to replacing the failed Equipment under dispute with compa- rable equipment. (b) No Consequential Damages. VirTra SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, USE, OR DATA FOR CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES, UNDER ANY LEGAL THEORY, EVEN IF VirTra HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. (c) Disclaimer of Warranties. THE SERVICES PROVIDED HEREUNDER ARE PROVIDED AS IS AND ARE WITHOUT A WARRANTY OF ANY KIND. Vir- Tra DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 6.0 TERMINATION FOR CAUSE. VirTra shall have the right to terminate this contract immediately upon written notice in the event that Customer violates any provision of this contract, including (without limitation) failure to make payment and if such violation remains un-remedied for more than thirty (30) days after Customer receives notice of the violation from VirTra; or in the event that Customer: (i) terminates or suspends its business; (ii) becomes subject to any bankruptcy or insolven- its creditors; or (v) becomes subject to direct control by a trustee, receiver or similar authority. 7.0 CONCURRENT REMEDIES; ATTORNEYS FEES. The rights and remedies set forth in this contract may be exercised concurrently or separately by VirTra without waiver of any of the rights or remedies otherwise existing at law or in equity. In the event of Customers default, VirTra shall have the right to collect all expenses of collection and recovery, including reasonable attorneys fees 8.0 OBLIGATION TO PAY. Customers obligation to pay all charges which shall have accrued during the term of this contract shall survive any termination of this contract. PAGE 7 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 TABLE OF CONTENTS 9.0 ASSIGNMENT. This contract may be assigned by VirTra to any other party without notice to Customer. In such an event, reference to VirTra in this contract shall be deemed to be a reference to the assignee and such provision shall apply to any subsequent assignment by any assignee. This contract may not be assigned by Customer. 10.0 GOVERNING LAW. This contract shall be construed in accordance with Arizona law as if entered into between two parties residing in Arizona and wholly performed within Tempe, Arizona. This contract shall be construed in accordance with Texas law as if entered into between two parties residing in Texas and wholly performed within Denton, Texas. 11.0 NOTICES. Any notice given under this contract (except for routine requests for service) shall be in writing and shall be provide each other from time to time by written notice. 12.0 SEVERABILITY; WAIVER. In the event that any one or more of the provisions contained in this contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, this contract shall be enforced to the maximum extent possible. No waiver of any provision of this contract by either party shall be deemed to be an ongoing waiver of such provision by such party. 13.0 FORCE MAJEURE. VirTra shall not be liable for failure to service the Equipment when such failure is due to causes beyond its reason- war, riots, delays in transportation and inability due to causes beyond its reasonable control to obtain necessary labor or materials or replacement products or components thereof. 14.0 ENTIRE AGREEMENT. This contract constitutes the entire agreement between the parties with respect to the subject matter hereof, and shall be binding on the parties and their respective successors and assigns and shall supersede any additional or parties in writing. PAGE 8 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 TABLE OF CONTENTS IV. CONTACT VIRTRA If you have any questions regarding sales If you have any questions regarding repairs, or contract renewal please contact John please contact the Service Department. Harris: VirTra Service Department John Harris Owner Sales Manager7970 S. Kyrene Road Tempe, AZ 85284 USA 7970 S. Kyrene Road Tempe, AZ 85284 USA 480.968.1488 x 5029 Toll Free: 800.455.8746 480.968.1488 x 5028Email: service@virtra.com Email: jharris@virtra.com To download an electronic copy of this manual, please scan the QR code below with your smartphone device or click the link below: www.virtra.com/PDF/Manuals/Sales/V300180_ServiceAgreement.pdf PAGE 9 DocuSign Envelope ID: 325AB94C-6FF6-4C2F-BA62-F3D7C0C25456 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? 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 Certificate Of Completion Envelope Id: 325AB94C6FF64C2FBA62F3D7C0C25456Status: Sent Subject: Please DocuSign: City Council Contract 7016 - VirTra Weapon Simulator Source Envelope: Document Pages: 50Signatures: 5Envelope Originator: Certificate Pages: 6Initials: 1Suzzen Stroman AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-06:00) Central Time (US & Canada)suzzen.stroman@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Suzzen StromanLocation: DocuSign 6/6/2019 12:10:29 PM suzzen.stroman@cityofdenton.com Signer EventsSignatureTimestamp Suzzen StromanSent: 6/7/2019 11:55:58 AM Completed suzzen.stroman@cityofdenton.comViewed: 6/7/2019 11:56:15 AM BuyerSigned: 6/7/2019 11:56:16 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Suzzen StromanSent: 6/6/2019 12:15:45 PM Completed suzzen.stroman@cityofdenton.comViewed: 6/7/2019 10:06:29 AM BuyerSigned: 6/7/2019 10:06:30 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Nick NewhouseSent: 6/7/2019 9:32:51 AM nnewhouse@virtra.comResent: 6/7/2019 10:10:01 AM Sr. Customer Acct. Sales Mgr.Resent: 6/7/2019 10:12:32 AM Security Level: Email, Account Authentication Resent: 6/7/2019 11:16:49 AM Signature Adoption: Pre-selected Style (None) Resent: 6/7/2019 11:25:15 AM Using IP Address: 24.250.119.41 Resent: 6/7/2019 11:55:14 AM Resent: 6/10/2019 11:33:50 AM Resent: 6/12/2019 2:09:03 PM Viewed: 6/7/2019 10:57:07 AM Signed: 6/13/2019 12:28:09 PM Electronic Record and Signature Disclosure: Accepted: 6/7/2019 10:57:07 AM ID: f88b7457-75a9-4c6a-857e-3695f51ae16e Melissa KraftSent: 6/7/2019 9:32:51 AM Melissa.Kraft@cityofdenton.comResent: 6/7/2019 10:10:01 AM Chief Technology OfficerViewed: 6/7/2019 9:33:14 AM City of DentonSigned: 6/7/2019 10:11:14 AM Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 47.190.47.120 (None) Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer EventsSignatureTimestamp Lori HewellSent: 6/7/2019 9:32:51 AM lori.hewell@cityofdenton.comResent: 6/7/2019 10:10:00 AM Purchasing ManagerResent: 6/7/2019 10:12:31 AM City of DentonViewed: 6/7/2019 10:25:46 AM Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Signed: 6/7/2019 11:11:21 AM Using IP Address: 47.190.47.120 (None) Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 6/6/2019 12:15:46 PM mack.reinwand@cityofdenton.comResent: 6/7/2019 10:10:01 AM City of DentonResent: 6/7/2019 10:12:31 AM Security Level: Email, Account Authentication Resent: 6/7/2019 11:16:49 AM Signature Adoption: Pre-selected Style (None) Resent: 6/7/2019 11:25:15 AM Using IP Address: 129.120.6.150 Viewed: 6/6/2019 12:43:19 PM Signed: 6/7/2019 11:50:54 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Tabitha MillsopSent: 6/13/2019 12:28:14 PM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios Rosa.Rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Tabitha MillsopSent: 6/13/2019 12:28:13 PM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Carbon Copy EventsStatusTimestamp Not Offered via DocuSign Sherri ThurmanSent: 6/13/2019 12:28:13 PM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Tiffany Wei Tiffany.Wei@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness EventsSignatureTimestamp Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted6/13/2019 12:28:14 PM Payment EventsStatusTimestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1450,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton, Texas rescinding the notification letter sent to the City of Krum, Texas, by Denton dated February 22, 2019 sent to Krum in accordance with the Wholesale Wastewater Treatment Services Contract between Denton and Krum (Ord. No. 2002-104; Apr. 2, 2002) and the updated Wastewater Impact Fee (Ord. No. 19-008; Jan. 15, 2019) in which said letter established the effective date of the amended Wastewater Impact Fee; and, providing an effective date. City of DentonPage 1 of 1Printed on 6/21/2019 powered by Legistar© 215 E. McKINNEY STREET, DENTON, TX 76201 (940) 349-8158 FAX (940) 349-8120 UTILITY ADMINISTRATION U.S. MAIL, CERTIFIED MAIL, RETURN RECEIPT REQUESTED NO. ______________________________________ February 22, 2019 Ronald G. Harris Jr., Mayor City of Krum, Texas 102 West McCart Krum, Texas 76249 Re: Notice of Amended Impact Fees Dear Mayor Harris: This is to notify you that the City Council of the City of Denton, Texas has amended its water and wastewater impact fees. The revised impact fee ordinance was approved by the Denton City Council on January 15, 2019. In accordance with Article 23-7 between the Cities of approved by our cities, the effective date of the revised wastewater impact fee amount for the City of Krum is ninety (90) days after adoption of amended impact fees by the City of Denton. Therefore, the effective date of the new wastewater impact fee for the City of Krum, pursuant to the Contract cited in the preceding paragraph, is Apr 15, 2019. Attached please find a copy of the revised impact fee Ordinance No. 19-008. The amended wastewater fee per Singe Family Equivalent (SFE) applicable to Krum is $4,716. Please let me know if you have any questions or concerns. Sincerely, P. S. Arora, P.E. Director Wastewater Utility Enclosures cc: Mario Canizares, Assistant City Manager Ken Banks, General Manager Utilities David Gaines, Assistant Finance Director Nick Vincent, Utility Business Manager City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1456,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,TexasamendingOrdinanceNo.18-1757,toprescribe updatedtitlesandnumberofpositionsforcertainclassificationsofpolicedepartmentpersonnel;providing repealer; cumulative, and severability clauses; and declaring an effective date. City of DentonPage 1 of 1Printed on 6/21/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Police CM/ DCM/ ACM: Todd Hileman, City Manager DATE: June 25, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas amending Ordinance No. 18-1757, to prescribe updated titles and number of positions for certain classifications of police department personnel; providing repealer; cumulative, and severability clauses; and declaring an effective date. BACKGROUND Texas Local Government Code Chapter 143, requires governing bodies of all jurisdictions with Civil Service employees to officially authorize the exact number of Civil Service employees. The City Council last approved the authorized number of Police Department Civil Service positions by Ordinance 18-1757 on December 11, 2018. During Fiscal Year 2018-19, the police department received a reallocation of five (5) full time equivalents (FTEs) from other City departments due to attrition. The reallocation of positions was needed to further support the staffing needs within the police department. The mid-year appropriation of sworn authorized FTEs will be an increase of five (5) positions, for an updated total of 185. FY 2018-2019 FY 2018-2019 CLASSIFICATION Authorized Staffing Mid-Year Appropriation Police Chief 0 0 Assistant Chief 1 1 Deputy Chief 2 2 Captain 0 0 Lieutenant 9 9 Sergeants 19 19 Police Officers & Recruits 149 154 TOTALS 180 185 FISCAL INFORMATION There will be no additional financial impact to the General Fund. EXHIBITS Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Respectfully submitted: Frank Dixon Chief of Police Prepared by: Shanika Mayo Administration Manager City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1483,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,rejecting anyandallcompetitiveproposalsunderRFP6891forthesupplyofutilityscalecoastalwindenergyforthe City of Denton; and providing an effective date (RFP 6891). City of DentonPage 1 of 1Printed on 6/21/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: June 25, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting any and all competitive proposals under RFP 6891 for the supply of utility scale coastal wind energy for the City of Denton; and providing an effective date (RFP 6891). RFP INFORMATION/BACKGROUND The City of Denton issued a request for proposals for the supply of utility scale coastal wind energy on October 30, 2018. Wind energy proposals received were not from the true Texas coastal wind region as identified in the Electric Reliability Council of Texas (ERCOT) and thus did not have the energy profile ces. Requests for Proposals was sent to 221 prospective supplies of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Nine (9) proposals were received and evaluated based upon published criteria including location of the project, corporate and professional experience of this magnitude and complexity, production profile, purchased power agreement value and operational viability. Staff has decided to reject all proposals and re-solicit this procurement. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On June 24, 2019, this item will be presented to the Public Utilities Board for recommendation to the City Council for consideration. RECOMMENDATION Staff recommends rejection of all proposals for the supply of Texas Coastal Wind renewable energy. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Terry Naulty at 940-349-7565. Legal point of contact: Mack Reinwand at 940-349-8333. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1486,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,rejecting anyandallcompetitiveproposalsunderRFP6978for5MWUtilityScaleSolarwithEnergyStorageforthe City of Denton; and providing an effective date (RFP 6978). City of DentonPage 1 of 1Printed on 6/21/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: June 25, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting any and all competitive proposals under RFP 6978 for 5 MW Utility Scale Solar with Energy Storage for the City of Denton; and providing an effective date (RFP 6978). RFP INFORMATION/BACKGROUND The City of Denton issued a request for proposals for the supply of 5 MW utility scale solar with energy storage on October 30, 2018. The proposals received for renewable solar energy with battery storage were evaluated by DME and determined to not be cost effective. Requests for Proposals was sent to 221 prospective supplies of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Four (4) proposals were received and three (3) proposals meeting specifications were evaluated based upon published criteria including location of the project, corporate and professional experience of this magnitude and complexity, production profile, purchased power agreement value and operational viability. Staff has decided to reject all proposals and re-solicit this procurement after evaluating locations near Denton that would provide additional economic benefit to DME customers. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On June 24, 2019, this item will be presented to the Public Utilities Board for recommendation to the City Council for consideration. RECOMMENDATION Staff recommends rejection of all proposals for the supply of 5 MW Utility Scale Solar Energy with battery storage. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Terry Naulty at 940-349-7565. Legal point of contact: Mack Reinwand at 940-349-8333. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1489,Version:1 AGENDA CAPTION Consider approval of the minutes of June 11, 2019. City of DentonPage 1 of 1Printed on 6/21/2019 powered by Legistar© CITY OF DENTON CITY COUNCIL MINUTES June 11, 2019 The City Council congregated for its annual group photo session on Tuesday, June 11, 2019, at 1:30 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth, and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor and Paul Meltzer ABSENT: None During the event, no vote, order, decision, or other action was taken on any City business. ____________________________________ CHRIS WATTS MAYOR CITY OF DENTON, TEXAS ____________________________________ ROSA RIOS CITY SECRETARY CITY OF DENTON, TEXAS MINUTES APPROVED ON: _____________________________________________ CITY OF DENTON CITY COUNCIL MINUTES June 11, 2019 The City Council participated in a Parks Master Plan Exercise on Tuesday, June 11, 2019, at 2:15 p.m. in the Council Hall Conference Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth, and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor and Paul Meltzer ABSENT: None City Council Members participated in a prioritization exercise to provide input for the 10-Year Master Plan. During the event, no vote, order, decision, or other action was taken on any City business. ____________________________________ CHRIS WATTS MAYOR CITY OF DENTON, TEXAS ____________________________________ ROSA RIOS CITY SECRETARY CITY OF DENTON, TEXAS MINUTES APPROVED ON: _____________________________________________ CITY OF DENTON CITY COUNCIL MINUTES June 11, 2019 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Tuesday, June 11, 2019, at 3:02 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None WORK SESSION 1. Citizen Comments on Consent Agenda Items None. 2. Requests for clarification of agenda items listed on this agenda None. 3. Work Session Reports A. ID 19-858 Receive a report, hold a discussion, and give staff direction regarding the role of City Council Committees, membership to subcommittees and other groups, and the associated Committee nomination process. The presentation was made and discussion followed. th Following discussion, staff was directed to prepare the item for consideration at the June 18 meeting. B. ID 19-1230 Receive a report and hold a discussion regarding the Solid Waste Fiscal Year 2019-20 Operating and Capital Budget. The presentation was made and discussion followed. The meeting was recessed for a short break at 4:26 p.m. and reconvened at 4:34 p.m. Following further discussion, staff was directed to continue negotiations and prepare the item for presentation at a future meeting. The meeting was recessed for a short break at 5:33 p.m. and reconvened at 5:39 p.m. City of Denton City Council Minutes June 11, 2019 Page 2 C. ID 19-1381 Receive a report, hold a discussion, and provide staff direction regarding the impact of H.B. 1631 on the City of operation of a photographic traffic signal enforcement system. The presentation was made, discussion followed and City Council was advised formal action could be taken during consideration of Item 2.C (Special Meeting). CLOSED MEETING 1. The City Council convened into a Closed Meeting at 5:30 p.m. consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law, as follows: A. ID 19-1351 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. Discuss and deliberate strategies and opportunities for the City to acquire renewable energy and energy storage, and enter into agreements regarding the same, including potential power purchase agreements with respondents to the requests for proposals regarding these products; receive a presentation from staff regarding public power competitive and financial matters pertaining to the purchase of solar energy; consultation with the attorneys regarding legal issues associated with the agreements described above where discussion of these legal matters in an open meeting would conflict with the duty of the 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. The Closed Meeting started at 6:01 p.m. and ended at 6:27 p.m. No votes or actions were taken during the Closed Meeting. SPECIAL MEETING After determining that a quorum was present, the Special Meeting was called to order at 6:32 p.m. in the Council Chambers. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None 1. CONSENT AGENDA The consent agenda consisted of Items 1.A-G. No items were pulled for individual consideration. City of Denton City Council Minutes June 11, 2019 Page 3 Council Member Ryan moved to adopt the Consent Agenda as presented. Motion seconded by Council Member Davis. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None A. ID 19-1196 Consider adoption of an Ordinance of the City of Denton authorizing the City Manager, or designee, to execute a confidentiality and non-disclosure agreement between the City and Allegro Development Corporation; providing for a severability clause; and providing for an effective date. ASSIGNED ORDINANCE NO. 19-1196 B. ID 19-1203 Consider approval of a resolution nominating Sue Tejml to a slate of nominees for the Board of Managers of the Denco Area 9-1-1 District; and declaring an effective date. ASSIGNED RESOLUTION NO. 19-1203 C. ID 19-1217 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a third amendment to a Professional Services Agreement between the City of Denton and Deloitte & Touche, LLP, amending the contract approved by Purchasing on May 25, 2017, in the not-to-exceed amount of $26,000, amended by Amendments 1 and 2 approved by the City Manager and City Council, said third amendment to provide professional services related to the assessment of the Energy Management Organization for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (File 6469 - providing for an additional third amendment expenditure amount not-to-exceed $192,500, with the total contract amount not- to-exceed $423,500). ASSIGNED ORDINANCE NO. 19-1217 D. ID 19-1219 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Clevest Solutions, Inc., for the purchase of vendor support of the Denton Municipal Electric mobile workforce management software and professional services; which is the sole provider of this software in accordance with Texas Local Government Code 252.022, which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding and if over $50,000 shall be awarded by the governing body; and providing an effective date (File 7056 - awarded to Clevest Solutions, Inc., for one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not- to-exceed amount of $288,840.03). ASSIGNED ORDINANCE NO. 19-1219 E. ID 19-1260 Consider approval of the minutes of June 3, 2019. City of Denton City Council Minutes June 11, 2019 Page 4 F. ID 19-1339 Consider adoption of an ordinance of Denton authorizing the City Manager, or his designee, to execute a Pole Attachment License Agreement between the City of Denton, a Texas-Home Rule Municipal Corporation, and Unite Private Networks, LLC, a Delaware Company ("UPN"); and, providing for an effective date. ASSIGNED ORDINANCE NO. 19-1339 G. ID 19-1368 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton and North Texas Solutions for Recovery, Inc.; providing for the expenditure of funds; authorizing the City Manager, or his Designee, to execute said agreement; and providing for an effective date. ($2,300) ASSIGNED ORDINANCE NO. 19-1368 2. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 19-1340 Consider adoption of an ordinance directing the publication of Notice of Intention to issue $10,110,000 in principal amount of Certificates of Obligation of the City of Denton for General Government and Technology Service projects; and providing for an effective date. ASSIGNED ORDINANCE NO. 19-1340 Items 1.A (ID 19-1340) and 1.B (ID 19-1341) were collectively presented and discussion followed. Council Member Ryan moved to approve the items as presented. Motion seconded by Council Member Briggs. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None B. ID 19-1341 Consider adoption of an ordinance directing the publication of Notice of Intention to issue $20,610,000 in principal amount of Certificates of Obligation of the City of Denton for Waterworks System, Wastewater System and Electric System projects; and providing for an effective date. ASSIGNED ORDINANCE NO. 19-1341 Items 1.A (ID 19-1340) and 1.B (ID 19-1341) were collectively presented and discussion followed. Council Member Ryan moved to approve the items as presented. Motion seconded by Council Member Briggs. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None City of Denton City Council Minutes June 11, 2019 Page 5 C. ID 19-1233 Consider adoption of an ordinance by the City of Denton, Texas, authorizing the City Manager to terminate a contract with Redflex Traffic Systems USA ("Redflex") for the operation of an automatic traffic signal enforcement system. ASSIGNED ORDINANCE NO. 19-1233 The presentation was made and discussion followed. Council Member Briggs moved to approve the item as presented. Motion seconded by Council Member Meltzer. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None D. ID 19-1259 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Bean Electrical, Inc., for traffic signal construction services for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (RFP 7029 - awarded to Bean Electrical, Inc., in the three (3) year not-to-exceed amount of $5,000,000). ASSIGNED ORDINANCE NO. 19-1259 The presentation was made and discussion followed. Council Member Briggs moved to approve the item as presented. Motion seconded by Council Member Ryan. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None E. ID 19-1284 Consider nominations/appointments to the Boards, Commissions, and Committees: Board of Ethics, Committee on Persons with Disabilities, Health & Building Standards Commission, and Zoning Board of Adjustment. No discussion was held. Council Member Meltzer moved to appoint the following as noted: Zoning Board of Adjustment, Alternate: Susan Seaborn Motion seconded by Council Member Briggs. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None City of Denton City Council Minutes June 11, 2019 Page 6 F. ID 19-1304 Consider adoption of an ordinance of the City of Denton authorizing the execution of a contract of sale between the City of Denton, as buyer, and Allyway Real Estate, LTD., as seller, for the purchase of a 0.361 acre tract, more or less, being situated in the E Puchalski Survey, Abstract No. 996, located in the City of Denton, Denton County, Texas and known locally as 1302 West Oak Street, for the purchase price of Three Hundred Ninety Thousand Dollars and No/100 ($390,000.00); authorizing the expenditure of funds therefor; providing for severability; and providing an effective date. The presentation was made and discussion followed. Council Member Briggs moved to approve the item as presented. Motion seconded by Mayor Pro Tem Hudspeth. Motion failed. AYES (3): Mayor Pro Tem Hudspeth and Council Members Briggs and Meltzer NAYS (4): Mayor Watts and Council Members Davis, Ryan, and Armintor The meeting was recessed for a short break at 7:23 p.m. and reconvened at 7:30 p.m. 3. PUBLIC HEARINGS A. S18-0005f Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, approving a Specific Use Permit to allow for a multi-family dwelling use on an approximately 9.91 acre site, generally located west of Mockingbird Lane, south of Mingo Road, in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2000.00 for violations thereof; providing for severability; and establishing an effective date. The Planning and Zoning Commission recommends approval 6-0, with conditions. THIS ITEM WAS POSTPONED BY CITY COUNCIL ON MAY 7, 2019. SUBSEQUENTLY THE APPLICANT HAS REQUESTED THAT THIS ITEM BE FURTHER POSTPONED TO THE JULY 16, 2019 CITY COUNCIL MEETING. (S18- 0005f, Mockingbird Multifamily, Ron Menguita) As noted, the public hearing was postponed by City Council on May 7, 2019. Subsequently the applicant had requested that the item be further postponed to the July 16, 2019 City Council Meeting. B. ZCI19-0008a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a change in the zoning district and use classification from a Regional Center Residential 2 (RCR-2) and Regional Center Commercial Neighborhood (RCC-N) to a Highway Corridor (HC) zoning district and use classification, on approximately 18.49 acres of land, generally located east of Lillian Miller Parkway and south of I-35E in the City of Denton, Denton County, Texas; adopting an amendment to the official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability and an effective date. THIS ITEM HAS BEEN POSTPONED INDEFINITELY. (ZCI19-0008a, City Initiated Zoning Change - Area 8, Ron Menguita) As noted, the public hearing had been postponed indefinitely. City of Denton City Council Minutes June 11, 2019 Page 7 C. ZCI19-0009a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a change in the zoning district and use classification from a Regional Center Residential 1 (RCR-1) and Regional Center Commercial Downtown (RCC- D) to a Suburban Corridor (SC) zoning district and use classification, on approximately 25.74 acres of land, generally located west of San Jacinto Boulevard and north of I35E in the City of Denton, Denton County, Texas; adopting an amendment to the official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability and an effective date. THIS ITEM HAS BEEN POSTPONED TO THE JULY 16, 2019 MEETING. (ZCI19-0009a, City Initiated Zoning Change - Area 9, Ron Menguita) As noted, the public hearing has been postponed to the July 16, 2019 City Council Meeting. Mayor Watts announced the public hearings were opened for Items 7.D through 7.Y; however, presentation on the items would first be made, discussion would follow, after which speakers would be called. After public comment, the public hearings would be closed, with each item voted on individually. D. ZCI19-0001a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, changing the zoning district and use classification from Regional Center Residential 1 (RCR-1) to the Highway Corridor (HC) zoning district and use classification defined under the 2019 Denton Development Code (Ordinance DCA18-0009q), on approximately 1.88 acres of land, generally located on the southeast corner of Shady Shores Road and Lakeview Boulevard, in the City of Denton, Denton County, Texas; amending the official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability and establishing an effective date. (ZCI19- 0001a, City Initiated Zoning Change - Area 1, Ron Menguita) ASSIGNED ORDINANCE NO. ZCI19-0001a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Ryan moved to approve the item as presented. Motion seconded by Council Member Armintor. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None E. ZCI19-0002a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a change in the zoning district and use classification from a Regional Center Commercial Downtown (RCC-D) to a Highway Corridor (HC) zoning district and use classification, on approximately 35.61 acres of land, generally located south of Pockrus Page Road and north of I-35E in the City of Denton, Denton County, Texas; adopting an amendment to the official zoning map; providing for a penalty in City of Denton City Council Minutes June 11, 2019 Page 8 the maximum amount of $2,000.00 for violations thereof; providing for severability and an effective date. The Planning and Zoning Commission recommended approval 6-0 of the request. (ZCI19-0002a, City Initiated Zoning Change - Area 2, Ron Menguita) ASSIGNED ORDINANCE NO. ZCI19-0002a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Ryan moved to approve the item as presented. Motion seconded by Council Member Davis. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None F. ZCI19-0003a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, changing the zoning district and use classification from Regional Center Commercial Neighborhood (RCC-N) and Regional Center Commercial Downtown (RCC- D) to the Highway Corridor (HC) zoning district and use classification defined under the 2019 Denton Development Code (Ordinance DCA18-0009q), on approximately 74.13 acres of land, generally located east of State School Road and south of I-35E in the City of Denton, Denton County, Texas; amending the official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability and establishing an effective date. (ZCI19-0003a, City Initiated Zoning Change - Area 3, Ron Menguita) ASSIGNED ORDINANCE NO. ZCI19-0003a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Ryan moved to approve the item as presented. Motion seconded by Council Member Briggs. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None G. ZCI19-0004a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, changing the zoning district and use classification from Regional Center Residential 1 (RCR-1) to the Mixed-Use Regional (MR) zoning district and use classification defined under the 2019 Denton Development Code (Ordinance DCA18-0009q), on approximately 0.8 acres of land, generally located north of Pockrus Page Road and north of I-35E in the City of Denton, Denton County, Texas; amending the official zoning City of Denton City Council Minutes June 11, 2019 Page 9 map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date. The Planning and Zoning Commission recommended approval 6-0 of the request. (ZCI19-0004a, City Initiated Zoning Change - Area 4, Ron Menguita) ASSIGNED ORDINANCE NO. ZCI19-0004a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Ryan moved to approve the item as presented. Motion seconded by Council Member Briggs. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None H. ZCI19-0005a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a change in the zoning district and use classification from a Regional Center Residential 1 (RCR-1) and Regional Center Commercial Downtown (RCC- D) to a Highway Corridor (HC) zoning district and use classification, on approximately 36.58 acres of land, generally located west of State School Road and south of I-35E in the City of Denton, Denton County, Texas; adopting an amendment to the official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability and an effective date. The Planning and Zoning Commission recommended approval 6-0 of the request. (ZCI19-0005, City Initiated Zoning Change - Area 5, Ron Menguita) ASSIGNED ORDINANCE NO. ZCI19-0005a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Ryan moved to approve the item as presented. Motion seconded by Council Member Briggs. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None I. ZCI19-0006a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, changing the zoning district and use classification from Regional Center Residential 2 (RCR-2) to the Mixed-Use Regional (MR) zoning district and use classification defined under the 2019 Denton Development Code (Ordinance DCA18-0009q), on approximately 7.33 acres of land, generally located west of Unicorn Lake Boulevard, and north of Shoreline Drive in the City of Denton, Denton County, Texas; amending the City of Denton City Council Minutes June 11, 2019 Page 10 official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date. The Planning and Zoning Commission recommended approval 6-0 of the request. (ZCI19-0006a, City Initiated Zoning Change - Area 6, Ron Menguita). ASSIGNED ORDINANCE NO. ZCI19-0006a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Armintor moved to approve the item as presented. Motion seconded by Council Member Davis. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None J. ZCI19-0007a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, changing the zoning district and use classification from Regional Center Residential 1 (RCR-1) and Regional Center Residential 2 (RCR-2) to the Mixed-Use Regional (MR) zoning district and use classification defined under the 2019 Denton Development Code (Ordinance DCA18-0009q), on approximately 30.88 acres of land, generally located north of I-35E and approximately 900 feet north of Brinker Road in the City of Denton, Denton County, Texas; amending the official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date. The Planning and Zoning Commission recommended approval 6-0 of the request. (ZCI19-0007a, City Initiated Zoning Change - Area 7, Ron Menguita) ASSIGNED ORDINANCE NO. ZCI19-0007a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Ryan moved to approve the item as presented. Motion seconded by Council Member Davis. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None K. ZCI19-0010a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, changing the zoning district and use classification from Employment Center Commercial (EC-C) to the Suburban Corridor (SC) zoning district and use classification defined under the 2019 Denton Development Code (Ordinance DCA18-0009q), on approximately 25.18 acres of land, generally located south of Dallas Drive and east of Teasley Lane in the City of Denton, Denton County, Texas; amending the official City of Denton City Council Minutes June 11, 2019 Page 11 zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date. The Planning and Zoning Commission recommended approval 6-0 of the request. (ZCI19-0010a, City Initiated Zoning Change - Area 10, Ron Menguita) ASSIGNED ORDINANCE NO. ZCI19-0010a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Davis moved to approve the item as presented. Motion seconded by Council Member Ryan. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None L. ZCI19-0011a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, changing the zoning district and use classification from AN Employment Center Commercial (EC-C) to THE Highway Corridor (HC) zoning district and use classification defined under the 2019 Denton Development CODE (Ordinance DCA18- 0009q), on approximately 3.49 acres of land, generally located north of I-35E and approximately 1,200 feet east of Teasley Lane in the City of Denton, Denton County, Texas; amending the official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date The Planning and Zoning Commission recommended approval 6-0 of the request. (ZCI19- 0011a, City Initiated Zoning Change - Area 11, Ron Menguita) ASSIGNED ORDINANCE NO. ZCI19-0011a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Ryan moved to approve the item as presented. Motion seconded by Council Member Armintor. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None M. ZCI19-0012a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, changing the zoning district and use classification from an Employment Center Commercial (EC-C) to the Highway Corridor (HC) zoning district and use classification defined under the 2019 Denton Development Code (Ordinance dca18-0009q), on approximately 9.63 acres of land, generally on the northeast corner of I-35E and Teasley Lane in the City of Denton, Denton County, Texas; amending the official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; City of Denton City Council Minutes June 11, 2019 Page 12 providing for severability; and establishing an effective date. The Planning and Zoning Commission recommended approval 6-0 of the request. (ZCI19-0012a, City Initiated Zoning Change - Area 12, Ron Menguita) ASSIGNED ORDINANCE NO. ZCI19-0012a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Davis moved to approve the item as presented. Motion seconded by Council Member Briggs. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None N. ZCI19-0013a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, changing the zoning district and use classification from Neighborhood Residential Mixed Use (NRMU) to the Suburban Corridor (SC) zoning district and use classification defined under the 2019 Denton Development Code (Ordinance DCA18- 0009q), on approximately 17.76 acres of land, generally located south of I-35E between Teasley Lane and Woodbrook Street in the City of Denton, Denton County, Texas; amending the official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date. The Planning and Zoning Commission recommended approval 6-0 of the request. (ZCI19-0013a, City Initiated Zoning Change - Area 13, Ron Menguita) ASSIGNED ORDINANCE NO. ZCI19-0013a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Ryan moved to approve the item as presented. Motion seconded by Council Member Davis. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None O. ZCI19-0014a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a change in the zoning district and use classification from a Downtown Commercial General (DC-G) to a Highway Corridor (HC) zoning district and use classification, on approximately 6.29 acres of land, generally located on the northwest corner of I-35E and Teasley Lane in the City of Denton, Denton County, Texas; adopting an amendment to the official zoning map; providing for a penalty in the maximum City of Denton City Council Minutes June 11, 2019 Page 13 amount of $2,000.00 for violations thereof; providing for severability and an effective date. The Planning and Zoning Commission recommended approval 6-0 of the request. (ZCI19- 0014a, City Initiated Zoning Change - Area 14, Ron Menguita) ASSIGNED ORDINANCE NO. ZCI19-0014a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Armintor moved to approve the item as presented. Motion seconded by Council Member Ryan. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None P. ZCI19-0015a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a change in the zoning district and use classification from a Downtown Commercial General (DC-G) to Suburban Corridor (SC) zoning district and use classification, on approximately 5.89 acres of land, generally located south of Dallas Drive and west of Teasley Lane in the City of Denton, Denton County, Texas; adopting an amendment to the official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability and an effective date. The Planning and Zoning Commission recommended approval 6-0 of the request. (ZCI19- 0015a, City Initiated Zoning Change - Area 15, Ron Menguita) ASSIGNED ORDINANCE NO. ZCI19-0015a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Meltzer moved to approve the item as presented. Motion seconded by Council Member Davis. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None Q. ZCI19-0016a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a change in the zoning district and use classification from a Neighborhood Residential Mixed Use 12 (NRMU-12) to a Suburban Corridor (SC) zoning district and use classification, on approximately 4.75 acres of land, generally located west of Teasley Land and on the north and south sides of Londonderry Lane in the City of Denton, Denton County, Texas; adopting an amendment to the official zoning map; providing City of Denton City Council Minutes June 11, 2019 Page 14 for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability and an effective date. The Planning and Zoning Commission recommended approval 6-0 of the request. (ZCI19-0016a, City Initiated Zoning Change - Area 16, Ron Menguita) ASSIGNED ORDINANCE NO. ZCI19-0016a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Meltzer moved to approve the item as presented. Motion seconded by Council Member Armintor. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None R. ZCI19-0017a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, changing the zoning district and use classification from a Neighborhood Residential Mixed Use 12 (NRMU-12) and Community Mixed Use General (CM-G) to a Mixed-Use Neighborhood (MN) zoning district and use classification defined under the 2019 Denton Development Code (Ordinance DCA18-0009), on approximately 6.86 acres of land, generally located approximately 800 feet west of Teasley Lane and on the north and south sides of Londonderry Lane in the City of Denton, Denton County, Texas; adopting an amendment to the official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date. The Planning and Zoning Commission recommended approval 6-0 of the request. (ZCI19-0017a, City Initiated Zoning Change - Area 17, Ron Menguita) ASSIGNED ORDINANCE NO. ZCI19-0017a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Meltzer moved to approve the item as presented. Motion seconded by Council Member Davis. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None S. ZCI19-0018a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a change in the zoning district and use classification from a Community Mixed Use General (CM-G) to a Mixed-Use Neighborhood (MN) zoning district and use classification, on approximately 9.24 acres of land, generally located on the northeast corner of Sam Bass Boulevard and Londonderry Lane in the City of Denton, Denton County, Texas; adopting an amendment to the official zoning map; providing for a penalty in City of Denton City Council Minutes June 11, 2019 Page 15 the maximum amount of $2,000.00 for violations thereof; providing for severability and an effective date. The Planning and Zoning Commission recommended approval 6-0 of the request. (ZCI19-0018a, City Initiated Zoning Change - Area 18, Ron Menguita) ASSIGNED ORDINANCE NO. ZCI19-0018a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Davis moved to approve the item as presented. Motion seconded by Council Member Ryan. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None T. ZCI19-0019a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a change in the zoning district and use classification from a Downtown Commercial General (DC-G) to a Highway Corridor (HC) zoning district and use classification, on approximately 7.17 acres of land, generally located north of I-35E and on the west and east sides of Centre Place Drive in the City of Denton, Denton County, Texas; adopting an amendment to the official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability and an effective date. The Planning and Zoning Commission recommended approval 6-0 of the request. (ZCI19-0019a, City Initiated Zoning Change - Area 19, Ron Menguita) ASSIGNED ORDINANCE NO. ZCI19-0019a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Ryan moved to approve the item as presented. Motion seconded by Council Member Davis. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None U. ZCI19-0020a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a change in the zoning district and use classification from a Downtown Commercial General (DC-G) to a Highway Corridor (HC) zoning district and use classification, on approximately 10.08 acres of land, generally located on the north side of I-35E and on the west and east sides of Meadow Street in the City of Denton, Denton County, Texas; adopting an amendment to the official zoning map; providing for a City of Denton City Council Minutes June 11, 2019 Page 16 penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability and an effective date. The Planning and Zoning Commission recommended approval 6-0 of the request. (ZCI19-0020a, City Initiated Zoning Change - Area 20, Ron Menguita) ASSIGNED ORDINANCE NO. ZCI19-0020a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Davis moved to approve the item as presented. Motion seconded by Council Member Meltzer. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None V. ZCI19-0021a Hold a public hearing and consider adoption for an ordinance of the City of Denton, Texas, regarding a change in the zoning district and use classification from a Downtown Commercial General (DC-G) to a Suburban Corridor (SC) zoning district and use classification, on approximately 23.16 acres of land, generally located north of I-35E and east of Fort Worth Drive in the City of Denton, Denton County, Texas; adopting an amendment to the official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability and an effective date. The Planning and Zoning Commission recommended approval 6-0 of the request. (ZCI19- 0021a, City Initiated Zoning Change - Area 21, Ron Menguita) ASSIGNED ORDINANCE NO. ZCI19-0021a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Ryan moved to approve the item as presented. Motion seconded by Council Member Meltzer. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None W. ZCI19-0022a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a change in the zoning district and use classification from a Downtown Commercial General (DC-G) to a Highway Corridor (HC) zoning district and use classification, on approximately 4.10 acres of land, generally located on the northeast corner of I-35E and Fort Worth Drive in the City of Denton, Denton County, Texas; adopting an amendment to the official zoning map; providing for a penalty in the maximum City of Denton City Council Minutes June 11, 2019 Page 17 amount of $2,000.00 for violations thereof; providing for severability and an effective date. The Planning and Zoning Commission recommended approval 6-0 of the request. (ZCI19- 0022a, City Initiated Zoning Change - Area 22, Ron Menguita) ASSIGNED ORDINANCE NO. ZCI19-0022a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Hudspeth moved to approve the item as presented. Motion seconded by Council Member Meltzer. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None X. ZCI19-0023a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a change in the zoning district and use classification from a Downtown Commercial Neighborhood (DC-N) and Downtown Commercial General (DC- G) to a Suburban Corridor (SC) zoning district and use classification, on approximately 23.95 acres of land, generally located west of Fort Worth Drive and north of Lindsey Street in the City of Denton, Denton County, Texas; adopting an amendment to the official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability and an effective date. The Planning and Zoning Commission recommended approval 6-0 of the request. (ZCI19-0023a, City Initiated Zoning Change - Area 23, Ron Menguita) ASSIGNED ORDINANCE NO. ZCI19-0023a Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. Council Member Davis moved to approve the item as presented. Motion seconded by Council Member Hudspeth. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None Y. ZCI19-0024a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a change in the zoning district and use classification from a Downtown Commercial General (DC-G) to a Highway Corridor (HC) zoning district and use classification, on approximately 8.32 acres of land, generally located on the northwest corner of I-35E and Fort Worth Drive in the City of Denton, Denton County, Texas; adopting an amendment to the official zoning map; providing for a penalty in the maximum City of Denton City Council Minutes June 11, 2019 Page 18 amount of $2,000.00 for violations thereof; providing for severability and an effective date. The Planning and Zoning Commission recommended approval 6-0 of the request. (ZCI19- 0024a, City Initiated Zoning Change - Area 24, Ron Menguita) Following discussion on Items 7.D through 7.Y, speakers were called on the items. With no speakers coming forward, the public hearings were closed, with City Council action following. The item only required reconsideration; therefore, no ordinance adoption applied. Forma. Adoption will be scheduled for a future date. Council Member Ryan moved to approve the item as presented. Motion seconded by Council Member Meltzer. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None 8. CONCLUDING ITEMS Council Members expressed items of interest, congratulatory remarks and provided general announcements. Staff to provide responsive information to those requests for information as part of the Friday Report process. With no further business, the meeting was adjourned at 8:05 p.m. ____________________________________ CHRIS WATTS MAYOR CITY OF DENTON, TEXAS ____________________________________ ROSA RIOS CITY SECRETARY CITY OF DENTON, TEXAS MINUTES APPROVED ON: _____________________________________________ City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1446,Version:1 AGENDA CAPTION ConsiderapprovalofaresolutionoftheCityofDenton,TexasexpressingsupportforResolution#54,titled ComprehensiveNationalResponsetoClimateChange,fromTheUnitedStatesConferenceofMayors;and providing an effective date. City of DentonPage 1 of 1Printed on 6/20/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Public Affairs / IGR CM/ DCM/ ACM: Sara Hensley, Assistant City Manager DATE: June 25, 2019 SUBJECT Consider approval of a resolution of the City of Denton, Texas expressing support for Resolution #54, titled Comprehensive National Response to Climate Change, from The United States Conference of Mayors; and providing an effective date. BACKGROUND Mayor Chris Watts is an active member of The United States Conference of Mayors (USCM), the official non-partisan organization of cities with populations of 30,000 or more. Each city is represented in the Conference by its chief elected official, the mayor. In addition to serving as a general member, Mayor Watts also serves on the Energy Committee. The being held this year June 28 July 1, 2019 in Honolulu, HI. At the meeting, the Energy Committee will consider a few resolutions including Resolution #54 titled Comprehensive National Response to Climate Change (a copy is attached). This resolution calls upon the federal government to take a number of actions to meet the goal of not exceeding a 1.5 degree Celsius rise Intergovernmental Panel on Climate Change's (IPCC) report and the Paris Climate Agreement. Should the Energy Committee approve the resolution, it will be considered by the USCM mayors at their Annual Meeting on Monday, July 1. Council Member Briggs inquired if Mayor Watts would be voting on this resolution, and Mayor Watts is Resolution #54 for his consideration. The attached resolution for Council consideration would express Resolution #54 from the U.S. Conference of Mayors titled Comprehensive National Response to Climate Change. EXHIBITS Exhibit 1 Agenda Information Sheet Exhibit 2 Resolution Exhibit 3 USCM Resolution #54 Comprehensive National Response to Climate Change Respectfully submitted: Sarah Kuechler Director of Public Affairs Reviewed by Legal: Catherine Clifton Deputy City Attorney Comprehensive National Response to Climate Change Resolution Number: 54 Sponsored by: The Honorable T.M. 'Frank' Franklin Cownie, Mayor of Des Moines WHEREAS, the Intergovernmental Panel on Climate Change's (IPCC) most recent report indicates that global warming and the melting of the arctic ice 1 caps are happening at a faster rate than previously anticipated; and WHEREAS, the IPCC report also calls upon global nations to reduce greenhouse gas emissions in order to limit global warming to 1.5 degrees 2 Celsius; and WHEREAS, the current administration has indicated withdrawal from the Paris Climate Agreement; and therefore, signaled to the international community its 3 refusal to help lead the world to achieve climate protection goals; and WHEREAS, the U.S. Conference of Mayors has long supported concerted action to reduce GHG emissions through its support of the Mayors Climate Agreement, the Paris Climate Agreement, the Green Power Plan, the Energy Efficiency Conservation Block Grant and other means of reducing GHG 4 emissions, and WHEREAS, City/metro economies are home to 91% of Gross Domestic Product and wage income, and 88% of the nation's jobs, thereby accounting for 5 a major part the US economy and it future growth, including energy; and WHEREAS, cities are facing tremendous financial losses in the billions of dollars due to the increased intensity of storms, flooding, drought, wildfires and 6 coastal flooding, linked to rising global temperatures; and WHEREAS, billions of dollars of commercial real estate and business property are at risk due to current and projected rising sea levels and the intensity of 7 storms, droughts, floods and wildfires, NOW THEREFORE BE IT RESOLVED, that the Congress of the United States establish a comprehensive national program to de-carbonize the US economy in time to keep the global rise in temperatures to the 1.5-degree Celsius level; and that such efforts involve every federal agency in its capacity to promote and implement the reduction of greenhouse gas emissions (GHGs); states and 8 their regulatory powers; and local governments and their jurisdictions; and BE IT FURTHER RESOLVED, that the Conference calls on the Administration and Congress to work with the world's nations to reduce GHGs as expeditiously as possible, including full cooperation in meeting the goal of not exceeding a 1.5-degree C rise in the earth's temperature as called for in the 9 IPCC report and the Paris Climate Agreement; and BE IT FURTHER RESOLVED, that the U.S. Conference calls on Congress to reauthorize and fully fund the Energy Efficiency Conservation Block Grant, with the understanding that a comprehensive, national policy to move to a carbon free energy economy must include both action from the federal, state and local 10 governments; and BE IT FURTHER RESOLVED, that Congress significantly increase federal funding for research and development of energy efficiency, renewable energy, battery storage and other technologies to expedite the move to a carbon free 11 U.S. economy, and BE IT FURTHER RESOLVED, that the Federal Energy Regulatory Commission be given the mandate of de-carbonizing the electric utility grid on 12 a timeframe to keep the global rise in temperature to 1.5 degree Celsius; and BE IT FURTHER RESOLVED, that Congress establish a requirement of de- carbonizing the electric utility industry in the same timeframe as above, establishing both phased requirements and incentives to achieve such ends; 13 and BE IT FURTHER RESOLVED, that the federal government invest in green transportation infrastructure, including a national electric charging infrastructure system, the green electrification of public transit, automobiles, trucks, and rail systems to meet the goal of keeping the rise of global temperature to 1.5 14 degree Celsius; and BE IT FURTHER RESOLVED, that the building sector be required to de- carbonize its heating and cooling systems, and that tax credits be provided, for a limited amount of time, to existing buildings to convert to non-carbon HVAC, 15 efficiency and conservation systems; and BE IT FURTHER RESOLVED, that Congress establish a worker re-training and benefits program for those workers dislocated from the transition away 16 from the fossil fuel industry; and BE IT FURTHER RESOLVED, that Federal funding for infrastructure used to export carbon based fuels should be reviewed and minimized in light of the 17 greenhouse gas emissions produced by said fuels.