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24-1325
ORDINANCE NO. 24- 1325 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH GRAPEVINE DCJ LLC, AS THE PRIMARY VENDOR, GILCHRIST AUTOMOTIVE GROUP LLC DBA PEGASUS CDJR LLC, AS THE SECONDARY VENDOR, AND GPI TX-DCIV, INC DBA DENTON CHRYSLER DODGE JEEP RAM, AS THE TERTIARY VENDOR, FOR THE SUPPLY OF LIGHT-MEDIUM DUTY VEHICLES WHICH INCLUDE SEDANS, PASSENGER VANS, PICKUP TRUCKS, HYBRID, AND ELECTRIC VEHICLES FOR THE FLEET SERVICES DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 8462 – AWARDED TO GRAPEVINE DC J LLC, GILCHRIST AUTOMOTIVE GROUP LLC DBA PEGASUS CDJR LLC, AND GPI TX-DCIV, INC. DBA DENTON CHRYSLER DODGE JEEP RAM, 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 $10,000,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for the supply of light-medium duty vehicles which include sedans, passenger vans, pickup trucks, hybrid, and electric vehicles for the Fleet Services Department; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, this procurement was undertaken as part of the City’s governmental function; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS : SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, or services shown in the “Request Proposals” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AWARD 8462 Grapevine DCJ LLC Primary 8462 8462 Gilchrist Automotive Group LLC dba Pegasus CDJR LLC GPI TX-DCIV, Inc. dba Denton Chrysler Dodge Jeep Ram Secondary Tertiary SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. s e c o n d eT;y rr1 o :: t o [][ F ;:: 3 t h i s o rd i n a n c e was TiTshin all Last = t : nd approved byalfollowing vote K- A : Aye b/ \/ Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck. District 2 :,/ Paul Meltzer, District 3:1/ Z ./ y Joe Holland, District 4: Brandon Chase McGee, At Large Place 5 : Jill Jester, At Large Place 6: ,„„„„„,„„,,,,,„„.„. rb '- „,., a_, 2024. C J].YOR ATTEST: LAUREN THODEN, CITY SECRETARY da,nal:,hIcK-MiS ' '&a 7 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY:}aaLOL©lLtPLtD Docusign Envelope ID: 17CBE967-13E841 C9-8679-A068DBDC558D DENTON Docusign City Council Transmittal Coversheet 8462RFP File Name Light and Med P„,ha,i,gCo,t,ct K ;Yl; c 1;'k lum City Council Target Date JULY 16’ 2024 Piggy Back Option Yes Contract Expiration Ordinance vehi c1 esDuty 24 1325 3ULY 16, 2029 Docusign Envelope ID: 17CBE967-13E8d11C94679-A068DBDC558D CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND GILCHRIST AUTOMOTIVE GROUP LLC DBA PEGASUS CDJR LLC (CONTRACT 8462) THIS CONTRACT is made and entered into this date 07/16/2024 , by and between _Gilchrist Automotive Group LLC DBA PEGASUS CDJR LLC a Texas Limited Liability Company, whose address is 305 S. 145 Ennis, TX 75199 hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or their duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and/or services in accordance with the City’s document RFP 8462- Light and Medium Duty Vehicles- Dodge, 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) (b) (C) (d) (e) (f) (g) Special Terms and Conditions (Exhibit “A”); City of Denton’s RFP 8462 (Exhibit “B” on File at the Office of the Purchasing Agent) ; City of Denton Standard Terms and Conditions (Exhibit “C”); Certificate of Interested Parties Electronic Filing (Exhibit "D't); Insurance Requirements (Exhibit “E”); Contractor’s Proposal (Exhibit "F"); Form CIQ – Conflict of Interest Questionnaire (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company“ shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing M is agreement, Contractor cenifres that Contractor’s signature provides written verifIcation to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Contract # 8462 Docusign Envelope ID: 17CBE967-13E8-41C94679-A068DBDC558D Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it ( 1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifres that Contractor’s signature provides written vert$cation to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a fIrearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a $rearm entity or fIrearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 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, Contractor certifies that Contractor’s signature provides written verifIcation to the City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligjble 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. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Contract # 8462 Docusign Envelope ID: 17CBE967-13E841 C94679-A068DBDC558D IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR CITY OF DENTON, TEXAS BY: AUTHORIZED SIGNATURE BY: I aMgxM;F@m=cmmb–a Printed Name: VERNON SCOTT Title: GOVERNMENT FLEET DIRECTOR ATTEST: LAUREN THODEN, CITY SECRETARY 713-444-0378 PHONE NUMBER VSCOTT@GILCHRISTAUTOMOTIVE.COM EMAIL ADDRESS APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY2024-1 173686 TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER B Ii)(pr : M THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. Torn Grarner PRINTED NAME D1 rector TITLE F1 eet DEPARTMENT Contract # 8462 Docusign Envelope ID: 17CBE967-13E8-41 C9-8679-A068DBDC558D Exhibit A Special Terms and Conditions 1. Total Contract Amount Gilchrist Automotive Group LLC DBA PEGASUS CDJR LLC is awarded as the Secondary contractor for Light and Medium Duty Vehicles; and pricing shall be per Exhibit F attached. The cumulative contract spend for primary, secondary, and tertiary contractors for contract 8462 shall not exceed 10,000,000.00. The Secondary Contractor will be called if the primary contractor is unable to provide commodities in the timeframe requested. Calling upon the secondary contractor does not affect the contract with the primary contractor. The Tertiary contractor will be called if the primary and secondary contractor are unable to provide commodities in the timeframe requested. Calling upon the tertiary contractor does not affect the contract with the primary or secondary contractor. 2. The Quantities The quantities indicated on Exhibit F are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 3. 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. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. 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. 4. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not Contract # 8462 Docusign Envelope ID: 17CBE967-13E8-+1 C9-8679-A068DBDC558D exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: 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 reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor 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. Pre-price increase prices 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. 5. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: • Delivery beyond contracted lead times • Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. Contract # 8462 Docusign Envelope ID: 17CBE967-13E8-41 C9-8679-A068DBDC558D Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor’s name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be Contract # 8462 Docusign Envelope ID: 17CBE967-13E8411 C94679-A068DBDC558D shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be fbrnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City’s property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed Contract # 8462 Docusign Envelope ID: 17CBE967-13E8zt1 C9-8679-A068DBDC558D any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City’s prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 ef seq .) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 er seq .). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT : A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received Contract # 8462 Docusign Envelope ID: 17CBE967-13E8J11 C94679.A068DBDC558D 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 claims9 iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. Contract # 8462 Docusign Envelope ID: 17CBE967-13E8-41C94679-A068DBDC558D 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B . The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: if the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1 % or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof Each of the terms “books“, “records“, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Contract # 8462 Docusign Envelope ID: 17CBE967-13E841 C94679-A068DBDC558D Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE : A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions Contract # 8462 Docusign Envelope ID: 17CBE967-13E8'+lC94679-A068DBDC558D in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor Contract # 8462 Docusign Envelope ID: 17CBE967-13E8J+lC94679-A068DBDC558D shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: if, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City 27. TERMINATION FOR CAUSE: in the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawfUI rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all fUrther work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The Contract # 8462 Docusign Envelope ID: 17CBE967-13E8-+1 C9-8679-A068DBDC558D City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker’s compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CON(_’ERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTORIS AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE Contract # 8462 Docusign Envelope ID: 17CBE967-13E8dt1 C94679-A068DBDC558D 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 Exhibit E 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. The Contractor shall provide Certificates of Insurance with the coverage’s and11 endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton. Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. 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 Contract # 8462 Docusign Envelope ID: 17CBE967-13E8-41C94679-A068DBDC558D reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: if any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 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. Contract # 8462 Docusign Envelope ID: 17CBE967-13E841 C94679-A068DBDC558D 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 inainge, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: in order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees 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 Contract # 8462 Docusign Envelope ID: 17CBE967-13E8-41 C9-8679-A068DBDC558D the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, 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 Contract # 8462 Docusign Envelope ID: 17CBE967-13E841 C94679-A068DBDC558D a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or their designee under this agreement. The contractor is expressly nee to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact fbture 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 Contract # 8462 Docusign Envelope ID: 17CBE967-13E8-41 C9-8679-A068DBDC558D supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toII 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 Altemative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted Contract # 8462 Docusign Envelope ID: 17CBE967-13E8'+lC94679-A068DBDC558D in Texas, V. T.C. A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or their authorized designee. 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 Contract # 8462 Docusign Envelope ID: 17CBE967-13E8-41 C9-8679-A068DBDC558D 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- ( 1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate" . 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all 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 Contract # 8462 Docusign Envelope ID: 17CBE967-13E8-+1 C9-8679-A068DBDC558D 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.doI.gov/wIld/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 fumishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent’s omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTy: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act 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 Contract # 8462 Docusign Envelope ID: 17CBE967-13E8-41 C9-8679-A068DBDC558D commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor’s Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. 2. 3. 4. 5. Final negotiated contract RFP/Bid documents City’s standard terms and conditions Purchase order Supplier terms and conditions Contract # 8462 Docusign Envelope ID: 17CBE967-13E841 C94679-A068DBDC558D 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. 2 3 4 5 6. Log onto the State Ethics Commission Website at : https://www .ethics.state.tx.us/filinginfo/ 1295/ Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. Contract # 8462 Docusign Envelope ID: 17CBE967-13E8-41 C9-8679-A068DBDC558D Exhibit E INSURANCE REQUIREMENTS Respondent’s attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- or better. •Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. •Liability policies shall be endorsed to provide the following: 0 Name as Additional Insured the City of Denton, its Officials, Agents, Light and Medium Duty Vehicles - 8455 Docusign Envelope ID: 17CBE967-13E841 C94679-A068DBDC558D Employees and volunteers. 0 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. o 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 specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: A.GARAGE LIABILITY Garage Liability Insurance including, but not limited to, Premises/Operations, Automobile, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors and Contractual Liability with minimum combined Light and Medium Duty Vehicles - 8455 Docusign Envelope ID: 17CBE967-13E8'11 C9-8679-A068DBDC558D bodily injury (including death) and property damage limits of $1,000,000 other than Auto-each accident, $2,000,000 Other than Auto-aggregate, $1,000,000 Auto-each accident. The policy shall include: a) Garage Keepers on a direct primary basis to include coverage for Comprehensive and Collision for a limit equal to the Actual Cash Value of the CITY'S vehicle(s) in the CONTRACTOR’S care, custody, or control. SUBCONTRACTING LIABILITY (1 ) Without limiting any of the other obligations or liabilities of the CONTRACTOR, the CONTRACTOR shall require each Subcontractor performing work under the contract, at the Subcontractor's own expense, to maintain during the engagement with the CITY, types and limits of insurance that are appropriate for the services/work being performed, comply with all applicable laws and are consistent with industry standards. The Subcontractor’s liability insurance shall name CONTRACTOR as an additional insured. (2) CONTRACTOR shall obtain and monitor the certificates of insurance from each Subcontractor. CONTRACTOR must retain the certificates of insurance for the duration of the contract and shall have the responsibility of enforcing insurance requirements among its subcontractors. The CITY shall be entitled, upon request and without expense, to receive copies of these certificates. Light and Medium Duty Vehicles - 8455 el a) bO CDa x-I 1010b 0 0cl =1 c \/}10v) jn ! Ul In0 a: qHa)a)Etri a)3 I e = g alalaEIIISIS a 00ininOa ona00 COa < d)b10 00 d)C) q00 LU Cr) A COa) LU onC)b AS a)al0 a) >e LUea) a/3Qaa Docusign Envelope ID: 17CBE967-13E8-41 C9-8679-A068DBDC558D ExhibIt G– Form CIQ CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - For vendor or other person doing business with local governmental entit' This questionnaire reflects chang the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ 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. a PEGASUS CDJR - CHEVROLET LLC - GILCHRIST AUTOMOTIVE TH Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate. g Name of local government officer about whom the information in this section is being disclosed. N/A 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 176.00 1(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary, A,Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?n *“M ,„, 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 [X] 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? E „“M ,„, D.Describe each employment or business and family relationship with the local government officer named in this section NONE 4 5 [R 1 h a Y e n o 1C o n n i c t o f I n t e r e s t t o d i s c I o s eg 'DocuSigned by:02/07/2024 lure if v )ng business with the governmental enl Date [k>cuSign Certificate Of Completion Envelope Id: 17CBE96713E841 C98679A068DBDC558D Status: Completed Subject: Please DocuSign: City Council Contract 8462 Light and Medium Duty Vehicles Dodge- Pegasus CDJR Source Envelope: Document Pages: 31 Certificate Pages: 6 Signatures: 4 Initials: 1 Envelope Originator: Gabby Leeper AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901 B Texas Street Denton, TX 76209 Gabby.Leeper@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 6/1 1/2024 10:03:02 AM Holder: Gabby Leeper Gabby.Leeper@cityofdenton.com Location: DocuSign Signer Events Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Timestamp Sent: 6/1 1/2024 10:08:10 AM Viewed: 6/1 1/2024 10:08:40 AM Signed: 6/1 1/2024 10: 10:37 AM Completed Using IP Address: 198.49.140.10 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 6/1 1/2024 10:10:40 AM Viewed: 6/1 1/2024 10:57:57 AM Signed: 6/1 1/2024 10:59:51 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.'10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) •DocuSIOned br I ALAr&LhLhhpl .4B070831B4AA438 Sent: 6/1 1/2024 10:59:52 AM Viewed: 6/1 2/2024 8:36:30 AM Signed: 6/1 2/2024 8:44:27 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Tom Gramer Tom.Gramer@cityofdenton.com Director Facilities and Fleet Security Level: Email, Account Authentication (None) Fa:b ,F704F&8617504DC. Sent: 6/12/2024 8:44:30 AM Viewed: 6/1 2/2024 8:48:24 AM Signed: 6/1 2/2024 8:48:38 AM Signature Adoption: Drawn on Device Using IP Address: 47.190.47.120 Signed using mobile Electronic Record and Signature Disclosure: Accepted: 6/1 2/2024 8:48:24 AM ID: 3f00a819-e1222133f-b98a-98764bla7d8c Signer Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Timestamp Sent: 6/12/2024 8:48:41 AM Viewed: 7/17/2024 10:29:43 AM Signed: 7/1 7/2024 10:29:59 AM Completed Using IP Address: 198.49.140.10 Sara Hensley sara .hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 7/17/2024 10:30:02 AM Viewed: 7/17/2024 10:35:25 AM Signed: 7/17/2024 10:35:33 AM Signature Adoption: Pre-selected Style Using IP Address: 107.77.201.17 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Lauren Thoden lauren.thoden@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None) 'DocuSlgned by: [ daAAZb Jw&b , D09DOgCAD33D487. Sent: 7/17/2024 10:35:35 AM Viewed: 7/17/2024 11 :30:23 AM Signed: 7/1 7/2024 1 1 :31 :04 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Timestamp Sent: 6/1 1/2024 10:10:40 AMCheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Vernon Scott vscott@gilchristautomotive.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 6/12/2024 8:44:29 AM Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Timestamp Sent: 6/12/2024 8:48:41 AM Viewed: 6/18/2024 3:00:27 PM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 7/17/2024 11 :31 :07 AM Viewed: 7/17/2024 1 :33:00 PM Robin Melendez-Martin robin.melendez-martin@cityofdenton.com Fleet Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 7/1 7/2024 1 1 :31 :07 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 6/1 1/2024 10:08:10 AM 7/1 7/2024 11 :30:23 AM 7/1 7/2024 11 :31 :04 AM 7/1 7/2024 11 :31 :07 AM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Tom Gramer ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the ’I agree’ button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent’ form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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Docusign Envelope ID: 097BB73B-629541F0-960B4)19BB6BD538F DENTON Docusign City Council Transmittal Coversheet 8462RFP File Name Llght and Med P,rcha,i„g Co,tact K ;Yl; c 1;'k lum City C,,„iIT„g,tD,t, J --“ 16’ 2024 Piggy Back Option Contract Expiration Ordinance Duty Vehlcles Dodge Yes 3ULY 16, 2029 24–1325 Docusign Envelope ID: 097BB73B-629541F0-960B-019BB6BD538F CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND GRAPEVINEDCJ LLC (CONTRACT 8462) THIS CONTRACT is made and entered into this date 07/r6/2024 , by and between Grapevine DCJ LLC a Texas Limited Liability Company, whose address is 2601 William p TateGr8pwine, 1:X 76051 heninaRumfened to as 1’Contmctor," aud the CITY OF DEN:tON, TEXAS, a home rule municipal corporation, hereinaau wf©ned to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or their duly authorized designee. For and b consideration of the covenants and agwearent5 contained herein, and for the mutual benefits to be obtained hereby, the parties bru as follows: SCOPE OF SERVICES Contractor shall provide products and/or sewiws in accordance with the City’s document RFP 8462- Ljght and Medium Duty Vehicles- Dodge, a copy of which is on file at the o£Ece of Pulllbasing Agent and incorporated herein for all purpo,sw. The Contract consists of this written agreement and the following items which are attachedhento and incorporated hnein by refewuce; (a) 0) (C) (d) (e) (B (g) Spmial Turns and Conditioas (Exhibit “A”); City of Denton’s RFP 8462 WHbit “B” on File at the Office of the Purchasing Agent); City of Denton Standard Twmg and Conditions (Exhibit “(:”); Certificate of Interested :FaIths Electronic Filing (Exhibit "D")9 brsuance Requirements (Exhibit “W); Contractor’s Proposal (ExhIbIt "F"); Form CIQ – Conflict of Interest Questionnaire (Exhibit "G"); Thwe documents rnake up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event ofaa inconsistency or conflict in any ofthe provisions of the Contract documents, the inconsistency or conflict 8l1311 be resolved by giving precedence Ent to the wdtten agw€arart then to the contract documents in the order in which they are listed above. These docwnmts shall be re&ned to collectively as “Conb8ct Doauruents.” Prohibition on Contracts with Companies BoycottIng Israel Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is FloRa)ited from entering into a contract with a company for pods or servicw traIns the contract contaiw a written vui6@don from the company that it (1) does not boycott Israel; and (2) will not boycott Israel during the term ofthe contract. The turns 'boycott Israel” and “aompany“ shall have the meanings ascribed to those turns in Suition 808.001 of the Texas Government Code. By signing this agr8ement, Contractor c©tifies that Contractor’s signaau€ provides wriaenva©cation to the City that Contractor: (1) don not &o)vo# Israel; and (2) will &o! &woo# Israel during the term of the agreement Failun to meet or maintain the requirements UnIin this pmvision will be considered a material breach, Prohibition on Contracts with Companies Boycotting Certain Energy Companiw Contractor acknowledges that in accordance with Chapter 2274 of the Twas Govemment CbcIe, City is ContI:act # 8462 Docusign Envelope ID: 097BB73B-629541FO-960B-019BB6BD538F prohibited Bom entering into a contuct with a company for goods or serviaes unI&s the contraot contains wHUenveificadoa Bum the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “Gompaay” shall have the mmning8 ascribed to those terms in Section 809.00] of dIe texas 6overmnent Cbd; i), gBaIttE thIs agne8reat, eontractor cetdyiw that Colt#actor’s slgnalure provides writtett wriyicatiott to the tX(P that Contractor: (D does not boycott errezgy eomFanies; and (2) will not boycott energy comparties during the term of the agreement Failure to meet or maintain the rewrirwrent8 under ttJ8 provision will & considered a material breach. Prohllatioa on Contracts with Companies Boycotting CertaIn Firearm EnHtle s and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services wins the contract contains \vHRen wdfication from the company that it (1) does not have a practice, policy, guidan% or directive that disuiminates 8gainst & Braun entity or 6n8rm trade association; and (2) will not discdrninate during the tam of the contract against a flnarm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,'’ ''anatm entity” and “6rearm trade association“ shall have the meanings ascribed to those terms in Chapter 2274 of the Twas Gavemment Code. BJ' signing this qgwenr€nt, Contractor certifies that Contractor’s signature provides wtiHen yeHStation to the a{p that Contractor: (1) does aat Aapg a practice, potic)', guidance, or rErective that discriminates against a $warm entity or firearm trade assocIatioa; and (2) 191 it not discd8tin€ue during the term ojtha con aact against aflreann end IF or firearm trade associa£ion. Failure to meet or maintain the requirwents under this provigon will be considered a material bnach. Prohibition on Coatrncts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code ratlicts CITY from contracting with companies that do brniness with Iran, Sudan, or a foreign terrorist organimtion. By signing this agrleentent, Contractor cetti@s that Contractor’s signgture provides wHtt€av©WcMon to the City thaI Contraetot, pwsuant ta Chapters 2252 and 2270, is not ineligible to enter into this agwenrent and will not become ineligible to receive payments under thIs agre€merU by doing business with Iran, Sudan, or a foreign terrorist or8anizraion. Failure to meet or maintain the nquirenrents under this provision will be considered a material breach. TermInatIon Right for Contracts with CompanIes Doing Bugjnus wIth Certain Foreign4Jwned Companies The City of Denton may terminate this Contract immediately without any futher liability if the City of Denton determines, in its sole judgment, that this Contract meets the nquinments under Chapter 2274, and Contractor is, or will be in the fulwe, (i) ou'ned by or the majority of8tock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Kona, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Kona, Russia, or other dwignated country, or (iii) is hmdquadelvd in China, Iran, North Korea, Russi© or other d%ignated country TIle parties agree to transact business electronically. Any statutory requirements that certain terms he in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deerned an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agnernent in the year and day first above written. Contract # &$62 Docusign Envelope ID: 097BB73B-6295-41F0-960B-019BB6BD538F CONTRACTOR CITY OF DENroNI TWAS DacuSigned by: BY:1 hH. 3HB}6LEY, crrY MANAGER ?Ii,bdN,m„ Ivy„,.y To,'.*,i ArrEST: LAURnqTHODW,CIWS£CRgrARY \ \7–qto- lsqr PHONE NUMBER B1rr :$aAAMb%dLL, 'DocuSlgned by: APPROVED AS TO LEGAL FORM: MAaKRBRfWAND,CrrYATrORNEY D09D09CAD33D487 toLl- it ? ? o GO TEXAS rHEa CONnyHssION 1295 aBRTIFICATE NUMBER ]BIIIII151r : h++W THIS AGREWENr HAS BEEN BOTH REVIEWED AND APPROVED as to 6nmcial and wetational obligations and business tunIS. PRINtED NAME Tom Gramer D1 rector TrrLB DEPARi\miT F1 eet Contlact # bt62 Docusign Envelope ID: 097BB73B-6295-41F0-960B-019BB6BD538F Exhibit A Special Terms and CondItions 1. Total Contract Amouat Grapevine DCJ LLC. is awarded as the Primary contractor for Light and Medium Duty Vehicles; and pricing shall be per Exhibit F attached. The cumulative contract spend for primary, swondary, and tertiary contractors for contract b+62 shall not exceed 10,000,000.00. The Sewndary Contractor will be called ifthe primary contractor is unable to provide commodities in the timeframe wquested. Calling upon the swond,uy contractor does not affect the contract with the primary contractor. The Tertiary contractor will be called if the pam,uy gad secondary contractor an unable to provide oomrnodities in the timeRame requested. Calling upon the tertiary contractor does not affect the contract with the pdmary or secondary cmbactor. 2. The Qu8ntitt& The quantities indicated on Exhibit Fare estimates based upon the bnt available information. The City reserves the right to increase or deuease 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. 3. Contract Terms TIle contract term will be one (1) year, effective hum date of award. The City and the Supplier shall have the option to renew this contract hr an additional four (4) one-y%rpwiods. The Contract shall oommence upon the issuance of a Notice ofAward by the City of Den&Jn and shal autornadca]ly renew web year, &am the date of award by City Council. The Swpliu’s nquut to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the COntIact renewal date for ach year. At the sole option of the City of Denton, the Cmaact may be Rrrtha extended as needed, not to exceed a total of six (6) months. 4. Price Escalation and D&uealatlon On Supplier’s wquwt in the form stated herein, the City will implement an acalation/de- escalation priceadju$bnent annually based on the8e special terIus. Any request for pace adjustment must be based on the, U.S Department of labor, Bureau of Labor Statistics, Producer Price Index aPr) or the manufacturer published pricing list. The maxirnum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal dale. The price will be increased or decreased based upon the annua] percentage change Contract # 8462 Docusign Envelope ID: 097BB73B-6295211F0-960B-019BB6BD538F in the PPI or the percentage change in the manufacturer’s price list Should the PPI or manufacturer price list chaa99 exceed a minimum thnshold value of +/-1 %, then the stated eligible bid pricw shall be adjusted in accordance with the puwnt change not to exceed the 8% lirnit per year. The supplier should provide documentation as percentage of each cost associated with the unit wien quoted for consideration. Request must be submitted in writing with supponing evidwce far need of such increase to the Purchasing Manager at least 60 days prior to coaaact expiration of mob year. Respondent rna gt also provide supporting doclmrentation asjusti6cation for the request if no request is made, then it will be assumed that the current conuad price will be in afhct. Upon r%eipt of such re(Brest, the City of Denton n8ewes the right to ehhe£ accept the ucalatioa as competitive with the general rnarket price at the time, and become effective upon the renewal date of the contract a\yard or mjca the blumses within 30 calendar days after maiN of a properly submittedrequesl Ifa properly submitted increase is rejected, the Contractor may nquest cancellation of such items from the COntract by giving the City of Denton written notice. Cancellation will not go ian eRect for 15 calendar days after a determination has bwa issued Pre-price increase prices must be honored on orders dated up to the ofBcial 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 nunlb% 1:he City of Denton reserves the Tight to mcapE reject, or negotiate the proposed price ch8nga. 5. Performance Ltqaldated Damag© The Conaactor shall incur conanctual payment losse8, as initiated by the City forpufomance that &IIs short ofspwi6edperfommce standards as outlined below': • DeEvety beyond conhactsd lead thaw • Performance below contracted levels (services only) The Contructor shall be &sswsed a one (1%) percent fee each month when any one of the per&3rmance standards outlined above are not rnet in fUIL The Contractor shall be assessed a two (2%) percent proSt fee each month when any two (2) or more perforrnance SMnrtruds outlined above are not met in full. At the end of each month, the City will revie\v tie monthly !eparts and deteanine the pncmtage ofpenalty to be assessed to the Contractor’s monthly pro6t margh. Contract # 8+62 Docusign Envelope ID: 097BB73B-6295-41F0-960B-019BB6BD538F Exhibit C Standard Purchase Terms and Conditions These standard Temls and Conditions and the Tellus and Conditions, Spedfications, Drawings and other nquinnrenls included in the City of Denton’s contract an nppHcable io contracts/purchase orders issued by the City of Denton hcrebuRer referred to as the City or Buyer and the Seller or respondent herein after referred to as Conaactor or Supplier. Any deviation mtut be in writing and signed by a representative of the City’s Procurernent Deparuneat and Me Supplier. No Terms and Conditions contained in the seller’s proposal rnponse, invoice or statement shall serve to modiB the terms set forth herein. If there is a conflict between the provisions on the face ofthe contract/purchase order these vdaenproMions will take precedence. The <:onanctor agrees that the contract shall be governed by the following tellus and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified jn the contracb Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. I. CONFRACFOR’S OBLiGATIONS, The Contractor shall fully and drnely provide all deliverablw described in the Solicitation and in the Conuactor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be efFective as of the date the contract is signed by the City, and shall continue in eaect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverablw in acconlance with good commercial practice and shall include apncking list showing the description of each itern, the gIantity and unit price unlus othwwise provided in the SpwiRcatioas or Supplemental Terms and Condition$ each shipping container shall be clearly and pennanently marked as follows: (a) The Contractor’s rlarne and address, (b) the City’s name, address and purchase order or purchase release number md the price agnearalt number if wpUcable, (c) Container number and total number of containers, e.g. box 1 of4baxa, 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 ofcdmmon carriers and any applicable specification The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SIIiPMEVr UNDER RESERVATION PROHIBITED: The CR)ntlactor is not authorized to ship the deliverables under regewathn and no tender of a bill of lading will operate as a tender of deIiverablw. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the delivnab]es shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverablw shall be Contract # @+62 Docusign Envelope ID: 097BB73B-6295-41F0-960B-019BB6BD538F shipped F.O.B. point of delivery unless otherwise spwi6ed in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and Uan8pod8tion charges. The City shall have the right to designate what method of UanspoHation shall be zsed to ship the deliverables. The place of delivery shan be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly resewn all rights under law, including, but not limited to the Uniform Commenial Code, to inspect the deliverables at delivery before accepting them, and to wjwt defective or non-conforming deltverablw. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcmtractor’s, facilitiw, or the delivaablw at the Con&actor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be 6lrnished, without additional charge, all reasonable facaities 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 waatity. Any non-complying tender shall constitute abI%ch md the Contractor shall not have the right to substitlde a gonR)IIning 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 acc®s to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the seNic® in a timely and efficient manner, in accordance with and subject to the applicable security laws, nda, and regulations. The Contractor acknowledges that it has satis6ed itself as to the nature of the City’s service nquirements and specifications, the location and essential characteristics of the work sites, the quality and quantity ofrnaterials, equilmrent, labor aadaciEties newssary D paform the services, and any other condition or state offactwbichcoutd in any way affect performance of the Contractor’s obligations under the contract The Contractor hereby mlas a 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 diE&r eDm expeoted conditions. The contractor shall, at all times, exercisereawn8ble precautions for the safety of their employees, CiV she, palticipants and others on or near the City’s facilities. 10. WORKFORCE A. The Ch)ntractor shall unploy only orderly and competent wolkers, skil]ed in the perR)rmance of the services which they will perform under the Contract. B. The Conbnctar, its mployee s, gubcoaUactor$ and subcontractor’s employees may not while engaged in participating or mspondhrg to a solicitation or while in the qourse and s<npe of deHv ning goods or services under a City ofDmton contract or on the City’s property . i. use or possess a alarm, including a concealed h8ndgrrn that is licensed under state law, except as required by the terms of the conbucB or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substancw, not may such wadmrs be intoxicated, or under the in£luwrce of alcohol or drugs, on the job C. If the City or the City’s reprweat8tiYe notifies the Contractor that any \yorker is incompetent, disorduly or disobedient, has knowingly or rweatedly violated safety ngu]adons, has possessed Contract # B+62 Docusign Envelope ID: 097BB73B-6295-41 F0-960B-019BB6BD538F any arearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker Born Contract services, and may not employ such woaer again dn Contract swvicw without the Cityts prior written consent Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Refonn and Control Act of 1986 and 1990 regarding employrnent vui6cation and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform my labor or services under the Contract and the IIIegnl Immigration Reform and hnrnigr8nt Rnponsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLLANCE wmi HEALTH, SAFETY, AND E]W]RONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their nspoetive employees, shall comply fUlly with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules md regulations in the performance of the services, including but not lirnited 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 harmlws Rum and against all clairns, demands, suits, actions, judgments, finn, penaltiw and liability of every kind arising from the breach of the Conbactor’s obligations under this paragraph. Environmental Proteetion: Tbc Respondent shall be ia compliance with all applicable standuds, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 ef seq) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. g 1251 et seq). 12. INVOICES: A. The Contractor shall submit separate invoicn in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deHvedes are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B, Proper Invoicw wrIst Include a unique invoice number, the purchase order or deliverY order number and the master agrument number if appIIcable, the Deparanent’s Name, and the name of the point of contact for the Department, Invoi ws shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the aeight waybil], when applicable, shall be attached to the invoice. The Contractor’s name, nndttan@ address and, if applicable, the tax identifieation number on the invoice must exactly match the infonnation in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the m.mittan® address specified on the Contractor’s invoice. c. Lrv'oices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identi£etl brvoicn shall also include a tabulation of work-hours at the appropriate rates md grouped by work order number. Time billed for labor shall be limited to hour8 actua]ly worked at the work site. D. Unlws otherwise expressly authorized in the Contract, the Contractor shan pass through an Subcontract and oth.er authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales tax% must not be included in the invoiced amount The City will furnish a tax exemption certificate upon r=quest 13. PAYMEM: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will bep8id within thirty (30) calendar days of the City’s rneipt of the deliverables or of the invoice being received Contract # b+62 Docusign Envelope ID: 097BB73B-629541 F0-960B-019BB6BD538F 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 Teras Government Code Section 2251.025 or the maximum lawha rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue andI ten (10)calardar days after the grounds for withholdIng payment have been resolved. C. Ifpmtial shipments or deliveries are authorized by the City, the Contractot will be paid for the partial shipment or delivery, as stated above, pmvided 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 Con&actor to such extent as may be necessary on account ot I delivery ofdefoctive or non40ufOIMng deliverables by the ContractoB H. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or rm90nable evidence indicating probable filing of such claims I iii. failure of the ContIactor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insm3nce required to be provided by the Conb8ctoc v. reasonable evidence that the Contractor’s obligations will not be completed within the time spwi£ed in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. faUue of the (}onaactor b subtr&tpropu invoices with purchase order number, with all required attachments and supporting documentation; or vii. f8ilwe of the Contractor to comply with any material provision of the Cont18ct Documents. E. Notice is hereby given that any awarded firm who is in arrears to t:he' City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payrneat \vill be made by check unless the parties nut=ally agree to payment by credit card or electronic transfer of fUnds. The Contractor agrees that there shall be no additional chargw, surcharge% or penalties to the City forpayrnents made by credit card or electronic fInds transfer. G. The awarding m continuation of this contract is deparder£ upon the nvailabihtyofarnding, The City’s lnyment obligations anpayable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfUlly available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any delivnabla delivered but rmpaid 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 fm any 6scal yw to pay the amounts due under the Contract, or the reduction of any Appropriation to an mount insufHcialt to permit the City to pay its obligations under the Contract. In the event of none or inadequate apluopdatioa of hIndS, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem ew8nsn in connection with the Contract shall bel)aid by the Contractor, utrlas otherwise stated in the contract tang. During the term of this contIact, the cona8ctor shall bill and the City shall ninrburse contractor for 811 rmsonable and approved out of pocket apenses which are incwred in the connection with the performance of duties hereunder. NotwitIMnding the foregoing, expenses for the time spurt by the contractor in traveling to and 61)m City facilities shall not be reimbursed, unless otherwise negotiated - Contract # b+62 Docusign Envelope ID: 097BB73B-6295-41FO-960B-019BB6BD538F 15. FINAL PAYMENr AND CLOSDOUT; A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subconaacton, the Contractor is Roared to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Managw no later than the 15th calendar day aBer cornpletion of all work under the contract. Final payment, ntainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acoeptance of6nal payment will constitute: i. a waiVer of all claims by the City against the Contr8ctor, accept claims (1) which have been prwiously asserted in writing and not yet settled, (2) arising from defective work appearing aau final inspection, (3) arising from failure of the Contractor to comply with the Contract or the turns of any warranty specified herein, (4) arising from the Contractor’s continuing obliga6ons under the ContI mb including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: if the price stated on the Offer includes the cost of any spmial tooliug or special test equipment fabdc8ted or enquired by the Contractor for the purpose of filling this order, sueb special tooting equipment and any proc%s sheets related thereto shall become the proputy 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 arake copies of the books, reconis and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contlact period and 6ve years thereafter, except if an audit is inprogless or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved Thwe books, records, documents and other evidence shall be available, within ten (10) business days of written roquest. Fwther, the Contractor shall also require all Subcontractors, nrateHal suppliers, and other payea to retain all books, rwords, docurnents 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 \\{thin 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 ovupayInent afl % or gRata. Tan 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 Iweipt of an invoice. B. Failure to comply Mtb 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 tellus "books”, “recbrds”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic Blu, even if such drafts or electronic files are subsequently used to generate or prepare a final pdnted document. 18. SUBCONTRACTORS: A. If the Conaactor identified Subcontractors in 8 DBE/MBE/WBE agreed to Plan, the Conaactor shall cornply with all requirements 8pproved by the City. The Couauctor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The ContInent shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accept8d 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 rwpect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally rewind to subnht a monthly Subcontract Contract # b+62 Docusign Envelope ID: 097BB73B-6295dLIF0-960B-019BB6BD538F Awards and Expenditurw Report to the Procurement Managu, no later than the taRh 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 tellus of the Contract, and shall contain provisions that i. nquire that alldelivembla to be provided by the Subcontractor be provided in shia accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor &om futher subconaacting any portion of the Contract without the prior wHam consent of the City and the ConUnctor. The City may nqrare, as aooadition to such further subconUaoting, that the Subcontractor post apayrrlwt bond in fOIl& subs&uce and amount acceptable to the City; iii. require Subcontractors to subrnit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufBcient 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 ContragE iv. require that all Subconkactots obtain andmaia ban, throughout the term of their contract, insurance in the type and amounts specified for the Conbactor, with the City bang 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 Conaaaor is required to indemnify the City. C. The Con&actor shdl be fully r%p08sage 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 Subcon&actor, nor shall it club 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 Con&actor shall pay ach Subcontractor its appmpdate share of p8ymmt6 arade to the Contractor not later than ten (10) calendar days after rmeipt of payment &om the City. I 19. WARRANTY-PRICE: A. The Contractor warrants the pHgu quoted in the Offer are no higher than the Contractor’s current prices on orders by others for like deliverables under similar terms ofpunhase. B. The Contractor catifies that the prices in the Off@ have bmI aaived at independently without consultation, comaruaication, or agreement for the purpose ofnstdcting cogrpetition, as to any matter relating to such few with any other Erm or with any oompetitor. C. In addition to any other remedy available, the City may deduct from any mmunts owed to the Contractor, or othuwise Teoovu, any amounts paid for items in excws of the Contractor's arrnat pdcw on orders by othus for like deliverables nader similar terms of purchase. 20. WARRANTY – TITLE: The Contractor wan8ats that it has good and-indefeasaHe title to all delivu8bln furnishal under the Contract, and that the deUvaables ne Ree and clear of all liens, clahns, security interests and encunrbrancw. The Contractor shall indemnify and hold the City halruless horn and against all adverse title claims to the deHverablw. 21. WARRANTY - DELIVERABLES: The Contractor wanarts and represents that all deliva8bln sold the CiV WIder the Contract shall be Bee from deGcts in design, workmanship or manufacture, and conform hI all material rwpnts to the spmi6cati'ons, drawings, md descriptions Contract # 8462 Docusign Envelope ID: 097BB73B-6295-41F0-960B-019BB6BD538F in the Solicitation, to gay samplw fumished by the Contractor, to the terms, oovenants and conditions of the Contract, and to all applicable State, Federal or local lawg, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the delivu8ble3 shall be new or recycled merchandise, and not used or reconditioned. A. Recycled delivnables shall be clearly identi6ed 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 ywr from the date of acceptance of the delivuabln or from the date of acceptance of any wplaoement deliverables. If during the warranty period, one or more of the above wauanties are breach@ the Contractor shall promptly upon receipt ofdearand either repair the non40nforming deliverables, or replace the non-confonning deHveBblw with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incident81 to such nImh or replacenrent, 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 Italun to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-confonning deliverabln as required by the City, then in addition to any odIn available remedy, the City may reduce the quantity of deliverables it may be required to purchase undn the Conanct &um the Contractor, and purchase conforming delivnables from other sources. In such event, the Contractor shall pay to the City upon demand the increased mst, if any, iacumd by the City to procure such deliverables Born another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufactwrer’s warranty, the Contractor shall transfer and assign such maauhcturet’s warranty to dIe City. If for wry reason the manufacturer’s warranty cannot be fully a8nsfened to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enfone such manufacturer’s warranty for the benefit of the City. 22. WAIUU\NTY – SERVICES: The Contractor warrants and represents that all seNicn to be provided dIe CityurdertheConuact will be fUlly and timely pufarmed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditioru, ard covenurts of the Contract, and all applicable Federal, State and local laws, rulw or regulations. A. The Contrador may not Unit, 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 oalerwis€ speciRed h the Contraat, the warranty period shall be at least one yar Born the Acceptance Date. If dwing the warranty period, one or more of the above warranties are beached, dIe 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 perfoan&nee shaH 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 wwranty, but failure to give tiurely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standwd w requked by the City, then in addition to any other available runedy, the City any roduce the amount of servica it may be required to purchase under the Contract from the Contractor, and punh8se conforming services &on other sources- in such event, the Contractor Contract # b+62 Docusign Envelope ID: 097BB73B-6295JjIF0-960B-019BB6BD538F shall pay to the City upon demand the increased cosE if any, inc lured by the City to procure such services from another source. 23. ACCEPTANCE OF nqCOMPLETE OR NON£ONFORMING DELrVERABLES: if, instead of requiring immediate correction or removal and replacement of defective or non- confomHngdeHvaMes, the City pmfen to a(napE it, the City may do so. The Contractor shall pay all claims, costs, losses and damagu attributable to the City’s evaluation of and deteuuination to aceept such defective or non-conforuring deliverablu if any such acceptance occurs prior to Baal paymenb the City may deduct such amomts as are necessary to compensate the City for the diminished value of the defective or nm-confonning deliverables. If the acceptance occurs after final paymurt, such amount will be nfirnded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for WIithU assurance of the intent to perfonD. In the event that no assurance is given within the time specified after denrand is rnade, the dernanding party may treat this failure as an anticipatory iepudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immodiaB Stop Work Notice in the event the Con&actor is observed perfonning ia a manner that is in violation of Federal, State, or local ®deHnn, 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 ooadition has been corncted The Contractor shall be liable for all costs incurred by the City as aresult 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 fulIY, tirnely aaa faithfUlly perfc)an ally of its material obligations under the Contract, (b) fails to provide adequate assurance of performance mder Paragraph DL (c) becoma hrsolvent or seeks relief under the banknrWy laws ofthe United States or (d) makes a materid mbrepresenhdon irl Contractor’s DEer, or in any report or deliverable required to be submittEd by the Contractor to :ity.e 27. TERMINATION FOR CAUSE: in the event of a debut by the Coaaactor, the City shall have the right to teminde the Contract for cause, by written notice effective ten (10) cdendar daYS, unless otherwise speci6ed, after the date of such notice, unIws the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s IWSoaabie satisfaction that such default, does nab in fact, exist in addition to any other Iemedy available =nder law or in equity, the City shall be entitled to recover all actual damages, costs, Iosses and expars%, incurred by the City as a result of the Contractor’s default, including, without limitation, cost' of cover, reasonable attorneys’ fees, court costs, and prejudgment ,Ind post_ judWeot interest at the maxiluum lawful rate. Additionally, in the event of a default by the Contractor, the CiV may mm(we the Conbactor =from the City’svmdor list for three (3) years and any OEM submitted by the Contractor may be disqualified for up to thee (3) years. All rights and !ernedies under the Contract are cumulative and are not exclusive of any other right or remedy pmvjded by a\v 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terrninate the Contract, in whole or in part, without cause any time upon drirty (30) calendar days’ prior written notice- Upon !ewiptofanoHce oftermination, the Contractor shall promptly cease aHlwaor work .pursuant to the Contract, with such ocoeptions, if any, speci6ed in the aotice ofternHnaaon. The Contract # b+62 Docusign Envelope ID: 097BB73B-629541 F0-960B-019BB6BD538F City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services perfonncd and obHgaHms incurred prior to the date of termination in accordance with the terms hereof. 29, FRAUD: Fraudulent staternents by the Contractor on any Offer or in any report or deliverable nquind to be submitted by the Contractor to the City shall be grounds for the tenninadoa of the Con&act for cause by the City and nray 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 \york under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs {ncuued 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 rweipt of the notice of delay. Failure to agree on any adjusted price shall be hand]ed 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 puforman® 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 cornmotion, 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 put)finance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an went, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necns8ry to overcome the eaect of such failure to perform. ]NDEMNrrY: .31 A. Definitions: {. "IndetnrH6ed C]airns'’ shall include any and all claims, dernand5, suits, causn of action, judgments and liability of every character, type or description, inchldMg all reasonable costs and apenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other profwsional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the ConDuctor, their respective agents, oalcers, employees and subcontractors; the ofncas, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illnws, dis mse, worker's cornpens,Ition, loss of services, or loss of income or wages to any person (including but not Hmited to the agents, offIcers and employees of the City, the Contractor, the Con&actor's subcontractors, and third partiu), ii. "Fault” shall include the sale of defective or non- conforming deliverables, negligence, Will&II misconduct or a breach of any legally imposed strict liability standafd. B. niE coNrn\cTOR SHALL DEFEND (AT THE OPTION OF Tm crm), INDEMNWY, AND HOLD THE CITY, frs SUCCESSORS, ASSiGNS, OFFICERS, EMPLOYEES AND ELECTED OFFiCIALS HARMTfESS FROM AND AGAINST ALL PqDEMNIFIED CLAIMS DIRECtLY ARisnvG OUT OF, nVCiDENT TO, CONCERNING OR R8SULTINC FROM TXE FAULT OF THE CONTRACTOR, OR THE CONTR\CTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE Contract # 8+62 Docusign Envelope ID: 097BB73B-6295-41F0-960B-019BB6BD538F CONtRACT. NOTEHNG HEREIN SHAIL BE DEEMED TO LnfIT THE RIGHTS OF TRE aTV OR THE CONIRACTOR (iNCLUDnqG, BIFF NOT LWKTED TO, Tm RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY \WHO MAY BE LIABLE FOR AN [NDEhnYiFiED CLAIM. 32. INSURANCE: The following inswancerequhernents are applicable, in addition to the speci6c insurance nquinments detailed in Exhibit E for services only. The succnsful firm shall PQcute and maintain inswnnce of the types and h the minimum amounts aweptable to the City of Denton. The imuran@ shall be mitten by a company licensed to do businus in the State of Texas and saasfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum curry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, Rx the duration ofthe Contracl including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Catiacatw of insurance with the coverage’s and endorsements tequila to the City as verification of coverage prior to contract exwudon and within fourteen (14) calendar days after written request from the City. Fanun to provide the required Certificate oflnsurance may subject the Offer to disquali6cation 6nm consideration for award. The Contractor must also forward a Certi6cate of Insurance to the City whenever a previously identified poliwpedod has expired, or aq extension option or hold over period is exercised, as veH£catioa of continuing coverage. iii. The Contractor shall not coalmarce work until the wquind insurance is obtained and until such insuranGehas 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 hability on the part of the Conanctar. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insutance coverage shall be written by companiw licensed to do bUSkIng in the State of Texas at the time the policies are issued and shall be written by companiw with A.M, Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Cornpens8tion Insurance Fund, vi. All endorsements natning the City as additional insured, waivers, and notices of canoe]laBan endorsements as well as the Certi6cate of Insurance shall contain the solicitation number and the following infonn8tion: City of Denton Materials Management Department901B Twas Street Denton, Texas 76209 vii. The “other” insurance clause shaH not apply to the City IWhen the-City is an additional insured shown on any policy. It is intended that policies required in the Conhuct, covering both the City and the Contractor, shall be considered primary coverage as 8pplic8ble. viii. If insurance policies are not written foramaunt8 agreed to with the City, the Contrnctor shall carry Umbrella or Excess Liability Insurance for any difFerences in amounts spa ged. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon requesb at an agreed upon location, and without expense, to review certified copiesofpolicies and endorsements thereto and may make my Contract # 8162 Docusign Envelope ID: 097BB73B-6295-41F0-960B-019BB6BD538F reasonable requnts for deletion or revision or modi6cation of particular policy terms, conditions, limitations, or exclusions except where policy provisions are wtabUshed by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City nsewes the right to review the insurance requirements set forth during the eRective period of the Contract and to make reasonable adjustments to insurance covu89e, hrnits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of thc industry or 6nancial condition of the insurance company as well &s the CoaUactor. xI The Contractor shall not cause any insurance to be canceled nor permit any insuaace to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for preaHums, deductibles and self-insured retentions, if any, stated in policies. All deduc6bles or self-insured wtentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s $peoified ia within the solicitation and requirements are rquirtd minirnums and are not intwded to limit the responsibility or liability of the COntractor. B. Specific Coverage Requi@ment8: Specific insurance requirements are contained in the solicitation instrument, 33. CLAIMS: if any elaim, dern8nd, sub or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the ContIactor’s ability to perft3rm thereunder, the Contractor shall give wHtten notice thereof to the City within ten (10) calendar days afternceipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addr®ses of the clairnant(8): the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attomey. Pwonal deli\'ny to the City Attorney sh 811 be to CiV Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise speci6ed, all notices, nquwts, or other communications requhed or appropriate to be given under the Contract shall be in writing and sball be deemed delivered three (3) businns days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested Notices delivend by other means shall be deemed delivend upon rweipt by the addressee. Routine communications may be made by first class mail, te]efax, or other commercially accepted means. Notices to the Contractor shall be sent to the addn8s specified inthe (."ontractor’s Off% or at such other address as a party may notify the othw in writing. Nada$ to the City shall be addrnsed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BED, PROPOSAL AND CONTRACTUAL MATERIAL: All matHial submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the ContT8ctor to be pmpdet8ry must be clearly marked as such Detamination of the public nature of the material is subject to the Twas Public Inforaration Acl Chapter 552, and Texas Govemment Code. Contract # 8+62 Docusign Envelope ID: 097BB73B-629541F0-960B-019BB6BD538F 36. NO WARRANTY BY CITY AGAINST INFRINGEMEIVFS: The Contractor npnsents and warrants to the CiV that: (D the Contractor shall provide the City good and indefasible title to the deliverabIw and (ii) the deli\'mab les supplied by the Contractor in accordance with the specifications in the Conbact will not infringe, directly or contdbutodly, any patenl badanark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no cl8hns have been made by any person or entity with rapect 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 tom and against all liability, damages, and costs (including court costs and reasonable few of attorneys and other professionals) arising out oforresu16ng from: 6) any claim that the City’sexwcise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the debwablm in&inges the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Con&actor’sreprwent8tions orwuranti% stated in this Contract. In the event of any such claim, the City shall have the right to monitor gutlh claim or at its option engage its own separate counsel to act as c040unsel on the CIty’s behalf. Further, Contractor agrees that the City’8 sp@i6caHons ngaaRng the deliverables shall in no \yay diminish Contractor’s warranties or obligations under this paragraph and the City makes no \warranty that the production, developnrent, or delivery of such deliverables \viII not impact such warranties of f_-ontractor. 37. CONFIDENIIALIW: in order to provide the deliverables to the City, Contractw rnay require access to certain of the City’s and/or its Ecensors' con6dential information (including inventions, employee information, trade secrets, coa6dentiat knotv-how, con6deatial business information, and other informatiur which the City or its Hcarsors consider mnadential) (co]lectively, “Confidential Information"). Contractor acknowledges and agrees that the Confidential Infonnation is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidmtial Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or wpresent8tiws) agrees that it will maintain the Confidential Information in strict conadenoe and shall not disclose, disseminate, copy, divulge, nareate, or otherwise use the Confidential Information without the prior written consent of the city or in a manner not expressly permitted under this Agmement 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 ContIactor promptly notifies the City before disclosing such information so as to permit the City rusonable time to seek an appropriate protective order. The (Iona:rotor agrees to use protective measures no le8s8&ingent than the Contractor uses within its own business to protect its own most valuable infonnation, which protective measures shall under all circuarstancn be at least reasonable measures to ensure the continued confidmtiality of the Confidential Information. 38. OWNERSIHP AND USE OF DELIVERABLES: The City sball OHm all rights, titles, and Interwts throughout the world in and to the deliverables. A. Patents. As to any patentable subject lnatter contained in the deliverables, the Contractor agrees to disclose such p8taaable subject matter to the City. Further, if requested by the City, the Contractor agre® to assign and, if necessary, cause each of its eawloyees to assign the entire rigzt, title, and interest to sped6c inventions under such patentable subject mattqr to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its emp]oyees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by Contract # W2 Docusign Envelope ID: 097BB73B-6295-41F0-960B-019BB6BD538F the City, to the City upon request by the City. B. CopHghts. As to any deliverables containing copyrightable subject matter, the Conuuctor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by are Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Parag13ph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of 18\v, such deliverables not be considered works nr8de-for-hire, the Contractor hereby assigns to the City (and agrees to cause each ofits employew providing services to the City hereunder to execute, 8clmowledge, and deliver an assignment to the City of) all worldwide righb title, and interwt in and to such deliverables. With respect to such work made- for.hire, the Cbn&actor 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- madofor-hire agrwmenb in a form to be reasonably approved by the City, to the City upon delivery of such deHwrables to the City or at such other time as the City may request. Cn Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, speci$cations, oaths, assignments, and all other instruments which the City might reasonably dean necessary in order to apply for and obtain copydght protection, mask work registration, trademark regisuation and/or protection, letters patent, or any similar rights in any and all countda and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverablw. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the went the City should not seek to obtain copyright protection, mask walk ngisbation or patent protection for any of the deliverables, but should desire to keep the galire secret, the Contractor agrees to treat the same as Con8dential 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 slncifimlly provided in the Contract. When material not originally developed is included in a report in any form, the souroe shall be identified 40. ADVERTISING: nIe Contractor 8ball not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling 8galcy has been employed or retained to solicit or secure the Contract upon any agreement or understanding for comlnission, 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 Bonr any amounts owed to the Contractor, or otherwise rwover, the full arnount of such commission, percentage, brokerage or contingent fee. 42. (JRATUITIES: The City may, by written notice tO the ContIactor, cancel the Contract without liability if it is detananed by the City that grdtuities were aRad or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with (::ontract # b+62 Docusign Envelope ID: 097BB73B-6295db1 F0-960B-019BB6BD538F a view toward secudng the Contract or securing favorable aeatrnent with nspect to the awarding or amending or the making of any deterninations 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 artitled, in addition to any other rights and remedies, to recov@orwithlwld tIre amount of the cqst incurred by the Contractor in providing such gratuitie£ 43. PROHIBHION AGAINgF PERSONAL Ih"IBREST IN CONFRACFS: No ofEoer, employee, independent consuItanl or elected official of the City who is involved in the devclopmart, waluation, or decision-making procws of the pufonnanw of any solicitation shall have a financial interest, director indirect, in the Contract msuhing from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Chadu chapter 2 article XIMies). Any willful violation of this section shall constitute impropriety in ofHcq and any oRicm or employee guilty thaeof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, alwssed or implied, of the Contractor shall render the Conaact voidable by the City. The Contractor shall complete and submit the City’s Conflict of laterwtQuestionnatrb. 'n. INDEPENDENT CONTRACTOR The Contract shall not be consbued as mating an employer/mployw relationship, a partnership, or a joint venture. The Contractor’s suvices shall be those of an independent conbactor. The Contractor agrees and understands that the Contract dow not grant any dght8 or privileges established for employees of the City of Denton, Texas for the pups% of inooaw tax, withholdiag, sodal $ecuity taxes, vacation or sick leave benefits, \vmker’s compensation, or any other City employee benenl The City shall not have supervision ald control of the Contractor or any employee of the Contractor, and it is expressly understood that (:onhactor sm perform the services hereunder according to the attached spwiRc8Hons at the geaml direction of the CiV Manager of the City of Denton, Texas, or their dedgnee under this agHemml The nntlactor is expnssly tw to advertise and pufom services for ot:hm parties \©ilepuformhg sewicw for the City. 45. ASSIGNMEM'.DELEGATiON: The Contract shall be binding upon and ensure to the bene6t of the City &nd the Contractor and their nspective sugcewDrs and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the ConUactor without the prior written consent of the City. Any attempted assignrnent or delegation by the Con&actor sball be void unless made in conformity with this para9,lph The Contract is not intarded to confer rights or bene6ts on any person, BIIn or artity not a party hereto; it being the intention of the parties that there are no third party bene£ioiari® to the Contract. The Vendor shall nod fr the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The pnsidart of the company or authodmd 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 abd with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agnement. 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 claiar or right unless the waiver or renunciation is Contract # 8462 Docusign Envelope ID: 097BB73B-6295-41F0-960B-019BB6BD538F supported by wnsideration and is in writing signed by the aggrieved pwty, 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 consaued to be, a permanent waiver of any rights or obligations under the ContracQ at an exprws or implied acceptance of any other existing or future defau]t or defaults, whether of a similar or difFerent character. 47. MODIFICATIONS: The Conbact can be modified or amended only by a writing signed by both parties. No proprinted or similar terurs 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. HWERPRETATION: The Contract is intended by the parties as a anal, complete and exclusive st8tenr€nt of the tenns 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 wpl8in 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 Commenial 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 agr€8 to negotiate prior to prosecuting a suit for damages. However, this section does not proha>it the filing of a lawsuit to tell 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 reeeipt of the request or such later period as agreed by the parties. Each party shall include, at a rninimum, one (1) senior level individual with decisionqnaking authority regarding the dispute. The pwpow of this and any subsequent meeting is to attempt in good faith to negotiate a ruolutian of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a rwolution of the dispute, they will proceed directly to rnediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties nray proceed directly to rnediation as dwcdbed below. B. If the efforts to rwolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may selecl within thirty (30) calendar days, a rnediator trained in mediation skills to assist with rwolution 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 interpntation expert. If the puties fail to agree on a mediator within thirty (30) calendar days of initi3timr ofthemediatiompmcess, the tnediator shalt be selected by the Denton County Altemative Dispute Resolution Program (DC AP). The parties agree to participate in mediation in good erith for up to thirty (30) calendar days from the date of the nnt mediation snsion. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the UniforIn Commercial Code as adapted (::ontract # &162 Docusign Envelope ID: 097BB73B-6295=11F0-960B-019BB6BD538F in Texas, V.T.C. A, Bm & ComIn. Code, Chapter 1, excluding any rule or principle that would refer to and 8pply the substantive law of another state or jurisdiction. All issues arising eOIn this Contact shall be resolved in the courts of Denton County, Texas and the parties wwe to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be coaskued or intupnted to limit or restrict the right or ability of the City to 5 wk and secure injunctive relief from any competent authority as contemplated herein. 51. INVALiDITY: The invalidity, illegality, or unenfoneability.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. Theparties further agree to teform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the suicken provision. The provisions of this section shall not prwent this entire Contraot tom being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are obsuved by the City: New Year’s Day (observed) Martin Luther King, Jr. Day Memorial Day Juneteenth Indepaldm6e Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed) :observeChristmas D: If a Legal Ho]iday Mls on Saturday, it will be observed onthe preceding Friday.IfaLeg81 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, exctuding c’ity of Denton Holidays. Any scheduled deHvedw or work performance not within the normal hours of operation must be approved by the City Manager of Den&m, Texas or their authujzed desigaee. 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 ofthep8rties, shall suNive the expiration or termination oft:he Contract. 54. NON4USPENSION ORDEBARRgENT CERTIHICATION: The City of Denton is prohibited fn}m contracting with or making prime or sub-awards to parties that are suspended or debaned or whose principals are suspended or debaned fruar Federal; State, or City of Denton Contracts. By accepting a Contraet with the City, the Vendor cerd6es dut ib firm and its principals are not curwntb suspended or debarnd from doing business with the FednaI Governmenq as indicated by the General Services Administration List ofparties Excluded from Federal Procurement and Non-Procurement Progmrns, the S ate of Texas, or the City of Denton Contract # b+62 Docusign Envelope ID: 097BB73B-6295-41 F0-960B-019BB6BD538F 55. EQUAL OPPORTUNITY A. Equal Employment Opporhrnity: No Offeror, or OHeror’s agent, shall engage in any discriminatory unployment practice. No person shall, on tbc grurmds of race, sw, sexual orientation, age, disability, wed, color, genetic &sting, or national origin, be RAIsed the beae6ts of, or be otherwise subjected to di5drnination under any acdvid® resulting horn this RFQ. B. Americans wIth DIsabiIIties Act (ADA) CompIIance: No Offeror, or Offeror’s 8genl shall engage in any discriminatory employment practice against individuals with disabilities as cleaned in the ADA. 56. BUY AMERICAN ACT4UPPLII:S (Applicable to certain federally funded requirements) TIre following federally funded requirements are applicable. A. Definitions. As used in this paraWph - i. "Component" means an article, material, or supply incorporated directly into an end product ii. "Cost of components" ureans - (1) For components purchased by the Contractor, the acquisition cost, including hnnsponation 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-hee entry ceRi$cate is i8sued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including aansponation costs as described in par8graph (1) of this definition, plus 8nocable overhead costs, but occ]uding profit Cost of components does not include any costs associated with the nr8nufacture of the end product. iii. "Domestic end product" means- (1) An unmanufacturcd end product mined or produced in the United States; or (2) An end product manufactured in the United Statw, if the cost of its components mined, produced, or manufactured in the United States wcwds 50 percent of the cost of all its components. Compbnents of foreign origin of the same class or kind as those that the agency detennhres am not mined, produced, or manufactured in suaicient and rwsonably available colnmercial quantities of a satisfactory quality are treated as domestic- Setup generated, collected, and prepared for processing in the United States is considered dornestic. 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. 11United States" nuns the 50 Statw, the District of Columbia, and outlying areas. B. The Buy American Act (4] U.S.C. 1(k - IOd) provides a preference for domestic end products for supplies acquired for use in the United States. c. The City does not majntain 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 mother Governrnental Agency. The Offeror shall submit dacuurentation with their oaer demonstrating that the article is on an approved Govemmental 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 soncitation entitled "Buy Amedcan Act Certificate". 57. IUGIET TO INFORMATION: The City of Denton renNes the right to use any and all inform8tion presented in any response to this contract, whether amended or not, wcept as proHbied 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 Contract # 8462 Docusign Envelope ID: 097BB73B-629541F0-960B-019BB6BD538F stppliu to be licensed by the State of Texas, any and all fees md taxes are the nsponsRiiity of the lwpondatt 59. PREVAILING WAGE RATES: TIle contractor shall conwy with prevailing \vago rates as de6ned by the United Statw Department of Labor Davis-Bacon Wage Deteminadon at http://www.doLgov/whd/contractgdbrzaRrn and at the Wage Determinations website ww\v.wdol.gov for Denton County, Texas (WIb2509). 60. COMPLIANCE WITH ALL STATE, FEDERAI,, AND LOCAL LA\VS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirweats. The Respondent must comply with all applicable law at all times, including, without li{nitaHon, the following: (i) 936.02 of the Texas Penal Code, which prohR>its bribery; (ii) §36.09 of the Texas Penal Code, whiehprohibits the oKedng orconening of benefits to public servants. The Rew>adent shall give all noti£w and comply with all laws and regulations applicable to furnishing and perfomance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Rnpondent 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 tu comrnon law employees. Respondent is responsible for both federal and State unemployInent insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with a]lfedeial and State MX laws and withholdingrequiremeats. The City ofDeaton shan not be liable to Re$poadmt or its employees for any Unemployment or Workers' Compensation coverage, or faIerat or State withholding nquirements. Conhaotor shallindemni8 the City of Denton and shall pay all costs, penalties, or losses resulting torn Respondent’s omission or breach of this Section. 62. DRUG FREE WORKPLACE! The wnbactor £hall cornply with the applicable provisions of an Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and rnaintain & drug-tee work arvironmenq and the 6na1 nIle, government+vUe requirements for drug-free workplace (grants), issued by the once of Management and Budget and the Department of Defense (32 CFR Part 280, Subpwt F) to inrplment the provisions of the Drug-Free Work Haw Act of 1988 is incorporated by mfennw and the contr8ctor shall comply with the relevant provisions thuw£ including any mIeatlments to the final rule that rnay hewaaer be issued. 63. RESPONDENT LIABILITy FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent sball beliable for all damages to govemment.owned, leased, or owupied property and equipment caused by the Respondent and its employees, agents, subcona8ctors, and suppliers, including any delivery or outage company, in connection with any performance pursuant to the Contract The Respondent shall notify the City of Denton Procwernent Managu in writing of any such damage within one (1) calendar day. GL FORCE MAJEURE: The City of Denton, any Customer, and the R£spondent shall not be responsible for pufonnance under the Contract should it be prwented ax}rn 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 man this Section, the Respondent will be exaused eOIn any nlnhn pmformaace or observance of the nquiraneats so aEected air as long as such circumstances prevail and the Respondeni continua to use Contract # &162 Docusign Envelope ID: 097BB73B-6295-41F0-960B-019BB6BD538F commewially reasonable eEorts to wcornmenw perform&nee or observance wheneva and to whatever extent po$sible without delay. The Respondent shall immediately notify the City of Denton PmcwemaH Manager by telephone (to be confirmed in wdting within five (5) calendar days of the inception of sack occurrence) and describe at a reasonable level of detail the circumstances musing the non-performance or delay in perfomrance. 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 nquiw performance in the futur& No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or wrnedy under the Conuact shall operate to limit, impair, prwlude, cancel, waive or other\vi se afFect such right or rmredy. A waiver by a Party of any breach of any term of the Contract wal not be construed as a waiver of any continuinb or succeeding breach. 66. NO WAIVEROFSOVEREIGN IMMUNITY: The Partiw wpressly 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 firom liability that the City of Denton may have by operation of law, 67. RECORDS RETENTION: The Respondent shall retain all financial ncouis, supporting documents, statistical records, and any other records or books relating to the paformancw called for in the Contract The Rwpondeat shan retain all such rwords for a period of four (4) years after the otpimtioa of the Contract, or until the CPA or State Auditor's GRIce is satis6ed that all audit and litigation matte i are resolved, whichever period is longer. The Respondent shall grant aoc®s 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 tho Contract. Showld a conflict arise between any of the contract documents, it shall be rwolved with the followIng order of precedence (if applicable). In any wcntt the fInal negotiated contract shall take preeedeace over any and all contract docurnents to the extent of such confIIct 1. 2+ 38 4. 5. Final negotiated contract RFP/Bid ducument5 CIty’s standard terms and condItIons Purchase order Supplier terms and coaditions Contract # &i62 Docusign Envelope ID: 097BB73B-629541F0-960B-019BB6BD538F ExhIbit D Cedi6cate of Interested Parties Electronic Filing In 2015, the Texas Legislatun adopted House Bill 1295, which added section 2252.908 of the Govunmeat Code. The law states that the City may not enter into this eon&act unless the Contractor submits a disclosure of interested parties (rona 1295) to the City at the time the Contractor submits the signed contract The Texas Ethics Commission has 8d6pted rules requiring the business entity to ale Form 1295 elwtmnically with the Commission. Contractor wIll be nqaired to furnIsh a Certtamte of Interest Parties before the contract Ls awarded, iII accordance with Government Code 2252908. The contractor shall: 1. 2. 3. 4. 5. 6. Log onto the State Ethics Commission Website at : httpsJ/www.enics.$tatebcus/$1inginfo/1295/ Registeratilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Catificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the R)rm to pu;chasing@}cityqftknton.corn with the conaact numbu in the subject line. (BX Contract 1234 - Form 1295) The City must acknowledge the receipt of the Bled Form 1295 not later than the 30th day after Council award Once a Form 1295 is acknowledged it will be posted to the Texas EtUcs Commission’s website within seven businws days. Contract'# B+62 Docusign Envelope ID: 097BB73B-6295J+IF0-960B-019BB6BD538F Exhibit E INSURANCE REQUDREMENTS Respondent’s attention is directed to the insuranoe requirements below. It is highly rewnmended that respond8nts conBr with their respective insuranco carriers or brokers to determine in advance of Proposal/BId submIssion the avaitabNfty of Insurance certIficates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqual Bled from award of the contract. Upon contract award, all insurance ®qutrements shall become contractual obligations, which the successful contractor shall have a duty to maintain thrvughout the course of this contract. STANDARD PROVISIONS: VWthout IImIting any of the other obIIgations or IIabIlitIes of the Contractor, the Contractor shall provide and maIntaIn until the con&aeted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after no$fi€ation of con&net award, Con&aetor shaH 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 Purehasing Department, ask for clarificatIon of any Insurance requirements at any tIme; however, Contractors are strongly advised to make such requests prior to prop©sal/bId openIng, sInce the Insurance requIrements may not be modIfied or waIved after proposal/bid openIng unless a wrItten exceptIon has been submItted wIth the proposal/bId. Contractor shall not eommence any work or deIIver any matedal untII he or she receIves notIfIcatIon that the contract has been acoepted, 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 compIIance wIth these general sp@tflcatlons throughout the duratIon of the Contract, or longer, if so noted: •Each polio shall be issued by a company authorized to do busIness in the State of Tbxas with an A.M. Best Company rating of at least A. or better. Any deducHbles 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, 8 Liability policies shall bo endorsed to provide the following: o Name as Additional Insured the City of Denton, its Officials, Agents, Light and Medium Duty Vehicles - 8455 Docusign Envelope ID: 097BB73B-629541FO-960B-019BB6BD538F Employees and volunteers. a 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 b 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. o Provido a WaIver of Subroga Hon 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. 8 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 givo rise to claims mad8 after expiration of the contract shall be oovored. e Should any of the required insurance be provided under a form of mverage 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 omurrence limits or obtain Owners and Contractors Protective Liability Insurance. 8 Should any required insurance laps8 during tho 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 Ks sole option, teminate this agreement effective on the date of the lapse. SPECIFIC ADDrriONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall addItIonally comply with the following specifIcatIons, and shall be maIntaIned in compIIan@ wIth these addItIonal specIfIcatIons throughout the duration of the Contract, or longer, IF so noted: A. Luml - Garage Liability Insuranco including, but not limited to, Prernises/Operations, Autornobilo, Personal & Adv8rti sing Injury, Products/Compl8t8d Oporations, Independent Contractors and Contractual Liability with minimum combined Light and Medium Duty Vehicles - 8455 Docusign Envelope ID: 097BB73B-629541FO-960B-019BB6BD538F bodiIY injuW €including death) and property damage limits of $1,000,000 other than Auto'each accident, $2,000,000 Other than Auto.aggregater $1,000,000 Auto-each accident, The policy shall include: a) Garage Keepers on a direct primary basis to include coverage for Comptahen sive and Collision for a lirnit gqual to the Actual Cash Value of the CITY'S vehicle(s) in the CONTRACTOR'S care, custody, or control. suBConrrRACTiNG LIABILITY (1 ) Without limiting any of the other obligations or liabilities of the CONTRACTOR, the CONTRACTOR shall require each Subcontractor performing work under the contract, at the SuI>contractor's own expense, to maintain during the engagement with the CITY, types and limits of insurance that are appropriate for the services/work being performed, comply with all applicable laws and are consistont with industry standards. The Subcontractor’s liability insurance shall name CONTRACTOR as an additional insured. (2) CONTRACTOR shall obtain and monitor the certificates of insurance from each Subcontractor. CONTRACTOR rnust retain the certificates of insurance for the duration of the contract and shall have the ra$ponsibilitv of enforcing insunnc8 requirements among its subcontractors. The CITY shall be entitled, upon request and without expense, to receive copies of th8se certificat6s. Light and Medium Duty Vehicles . 8455 rl iLLa IpI10tib LL 00a)LOa on CO on ona) 9 on0 COa)6 LLt 10a)a\1 CO f}\a)b aa onNa)0 rl a)al0 a) >C LU Ca) C/)3 C)0 r He a plrqjF>IV Dacusign Envelope ID: 097BB73B-629541FO-960B-019BB6BD53gEhl bit G- Form CIQ CONFLICT OF INTEREST QUESTIONNAIRE For vendor or other person doing business with local governmental enti' This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton Ethics Code, Ordinance 18-757 By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after th' 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. misdemeanor. a Itity. An offense under this section is a Grapev1 ne DCJ LLC 2 E Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) d Name of local government officer ,bout wb,m the information in this section is being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code- Attach additional pages to this Form CIQ as necessary. A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?n *“n ,.. B,Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local govemment officer named in this section AND the taxable income is not received from the local governmental entity?n ,„,n ,„, 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? D.Describe each employment or business and family relationship with the local government officer named in this section 4 5 LJ I have no Conflict of Interest to disclose. S;nature of vendor doing business with the governmental entity Date Docusign Envelope ID: 097BB73B-629541F0-960BX)19BB6BD538F CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 1 76ofthe Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/L(1176.htm. For easy reference, below are some of the sections cited on this form Local Government Code $ 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code $ 176.003(a){2){A) and (B): (A) Alocal government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds 52,500 during the 12-month period preceding the date that the officer becomes aware that (i) acontract between the local governmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contract with the valdoc (B) has given to the local government o#icer ora family member ofthe officer one or more gifts that have an aggregate value ofmon than $ 100 in the 12-month periodpreceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code $ 176.006(a) and {a-1 ) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: ( 1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member ofthe omcer, described by Section 176.003 (a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the omcer, one or more gifts with the aggregate value specifiedby Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local govemmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local govemmental entity; or (2) the date the vendor becomes aware (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government oaicer. City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Official within the third 3d degree ofa£finiW (marriage) or consanguinitv (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public rightof-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) it shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gift cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year, Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) kreligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. 'orm provided by Texas Ethics Commission www. ethics .state . tx . us Revised 11/30/2015 [k>cuSign Certificate Of Completion Envelope Id: 097BB73B629541 F0960B019BB6BD538F Subject: Please DocuSign: City Council Contract 8462 Light and Source Envelope: Status: Completed Medium Duty Vehicles Dodge- Grapevine Dodge Document Pages: 32 Certificate Pages: 6 AutoNav: Enabled Signatures Initials: 1 4 Envelope Originator: Gabby Leeper Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901 B Texas Street Denton, TX 76209 Gabby.Leeper@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 6/10/2024 11 :53:35 AM Holder: Gabby Leeper Gabby.Leeper@cityofdenton.com Location: DocuSign Signer Events Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Timestamp Sent: 6/10/2024 1 1 :58:46 AM Viewed: 6/10/2024 11 :59:27 AM Signed: 6/1 0/2024 1 1 :59:51 AM Completed Using IP Address: 198.49.140.104 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 6/10/2024 1 1 :59:53 AM Viewed : 6/1 0/2024 2:31 :12 PM Signed: 6/10/2024 2:32:09 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Sent: 6/10/2024 2:32:11 PM Viewed: 6/10/2024 5:06:01 PM Signed: 6/1 0/2024 5:08:08 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Tom Gramer Tom.Gramer@cityofdenton.com Director Facilities and Fleet Security Level: Email, Account Authentication (None) Sent: 6/10/2024 5:08:11 PM Viewed: 6/1 0/2024 5:08:37 PM Signed: 6/1 0/2024 5:09:00 PM Signature Adoption: Drawn on Device Using IP Address: 47.218.91.50 Signed using mobile Electronic Record and Signature Disclosure: Accepted: 6/10/2024 5:08:37 PM ID: 3b8f1 e2d.838342ba-880d-eda3bb30bcc6 Signer Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Timestamp Sent: 6/10/2024 5:09:03 PM Viewed: 7/1 7/2024 10:31 :05 AM Signed: 7/17/2024 10:31 :16 AM Completed Using IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 7/17/2024 10:31 :19 AM Viewed: 7/1 7/2024 10:34:30 AM Signed: 7/17/2024 10:34:40 AM Signature Adoption: Pre-selected Style Using IP Address: 107.77.201.17 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Lauren Thoden lauren.thoden@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None) ’DocuSlgned bF I gaA,uh <SWth ,D09D09CAD33D487. Sent: 7/17/2024 10:34:43 AM Viewed: 7/1 7/2024 1 1 :28:03 AM Signed: 7/1 7/2024 11 :28:45 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Timestamp Sent: 6/1 0/2024 1 1 :59:53 AM Dennis Thomas dthomas@grapevinedcj.com fleet manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 6/1 0/2024 5:08:10 PM Viewed: 6/1 1/2024 10:27:05 AM Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Timestamp Sent: 6/10/2024 5:09:03 PM Viewed: 6/1 8/2024 2:58:53 PM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 7/17/2024 1 1 :28:47 AM Viewed: 7/17/2024 1 :33:27 PM Robin Melendez-Martin robin.melendez-martin@cityofdenton.com Fleet Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 7/17/2024 11 :28:48 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 6/10/2024 11 :58:46 AM 7/1 7/2024 11 :28:03 AM 7/1 7/2024 1 1 :28:45 AM 7/17/2024 11 :28:48 AM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Tom Gramer ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Docusign Envelope ID: 8D161C29-D733Jt09B-BA8F-507098DBF929 DENTON Docusign City Council Transmittal Coversheet 8462RFP File Name LIght and Medium Duty Vehlcles- Dodge Purchasing Contact K ;Yl; c 1’'k City Council Target Date JULY 16’ 2024 Piggy Back Option Yes Contract Expiration 24Ordinance 1325 JULY 16, 2029 Docusign Envelope ID: 8D161C29-D733409B-BA8F-507098DBF929 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND GPI TX-DCIV, INC. DBA DENTON CHRYSLER DODGE JEEP RAM (CONTRACT 8462) THIS CONTRACT is made and entered into this date 07/16/2024 , by and between GPI TX-DCIV, INC. dba Denton Chrysler Dodge Jeep Ram a Texas Corporation, whose address is 4984 S 135 E Denton, TX 76210 hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or their duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and/or services in accordance with the City’s document RFP 8462- Light and Medium Duty Vehicles- Dodge, 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) (b) (C) (d) (e) (f) (g) Special Terms and Conditions (Exhibit “A”); City of Denton’s RFP 8462 (Exhibit “B” on File at the Office of the Purchasing Agent); City of Denton Standard Terms and Conditions (Exhibit “C”); Certificate of Interested Parties Electronic Filing (Exhibit "D"); Insurance Requirements (Exhibit “E”); Contractor’s Proposal (Exhibit "F"); Form CIQ – Conflict of Interest Questionnaire (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.00 1 of the Texas Government Code. By signing this agreement, Contractor certifres that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet at maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contract # 8462 Docusign Envelope ID: 8D161C29-D733-409B-BA8F-507098DBF929 Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it ( 1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companIes during Me 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 Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association“ shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor ceriPes that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or Prearm trade association; and (2) will not discriminate during the term of the contract against a $rearm entity or fIrearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signIng this agreement, Contractor certifres that Contractor’s signature provides written yeti$cation to the City that Contractor, pursuant to Chapters 2252 and 2270, 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. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Contract # 8462 Docusign Envelope ID: 8D161C29-D733409B-BA8F-507098DBF929 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR CITY OF DENTON, TEXAS /–DocuSigned by:'*:G;JiM\SAR,h£r8#isLEY. CITY MANAGER DoeuSlgned by: MrhdMI f£IbNATURE Printed Name' Edward Ragland Tltle: vehlcle sales ATTEST: LAUREN THODEN, CITY SECRETARY 940-343-6900 PHONE NUMBER BY, 1 W aMd'h ,D09D09CAD33D487 'DocuSlgned by: erag1 and(gdentondodge . com EMAIL ADDRESS APPROVED AS TO LEGAL FORM: MACK REINWAND. CITY ATTORNEY 2024-1174115 TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. Tom Gramer PRINTED NAME Di rector TITLE F1 eet DEPARTMENT Contract # 8462 Docusign Envelope ID: 8D161C29-D733-409B-BA8F-507098DBF929 Exhibit A Special Terms and Conditions 1. Total Contract Amount GPI TX-DCIV, INC. dba Denton Chrysler Dodge Jeep Ram is awarded as the Tertiary contractor for Light and Medium Duty Vehicles; and pricing shall be per Exhibit F attached. The cumulative contract spend for primary, secondary, and tertiary contractors for contract 8462 shall not exceed $10,000,000.00. The Secondary Contractor will be called if the primary contractor is unable to provide commodities in the timeframe requested. Calling upon the secondary contractor does not affect the contract with the primary contractor. The Tertiary contractor will be called if the primary and secondary contractor are unable to provide commodities in the timeframe requested. Calling upon the tertiary contractor does not affect the contract with the primary or secondary contractor. 2. The Quantities The quantities indicated on Exhibit F are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 3. 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. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. 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. 4. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Contract # 8462 Docusign Envelope ID: 8D161C29-D733409B-BA8F-507098DBF929 Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/- 1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: 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 reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor 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. Pre-price increase prices 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. 5. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: • Delivery beyond contracted lead times • Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. Contract # 8462 Docusign Envelope ID: 8D161C29-D733z109B-BA8F-507098DBF929 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City’s count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be Contract # 8462 Docusign Envelope ID: 8D161C29-D733-409B-BA8F-507098DBF929 shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed Contract # 8462 Docusign Envelope ID: 8D161C29-D733-£109B-BA8F-507098DBF929 any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. 97401 er seq ) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 ef seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received Contract # 8462 Docusign Envelope ID: 8D161C29-D733409B-BA8F-507098DBF929 in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. Contract # 8462 Docusign Envelope ID: 8D161C29-D7334409B-BA8F-507098DBF929 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: if the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1 % or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence“, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Contract # 8462 Docusign Envelope ID: 8D161C29-D733409B-BA8F-507098DBF929 Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions Contract # 8462 Docusign Envelope ID: 8D161C29-D733-409B-BA8F-507098DBF929 in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor Contract # 8462 Docusign Envelope ID: 8D161C29-D733-409B-BA8F-507098DBF929 shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: if, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City 27. TERMINATION FOR CAUSE: in the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The Contract # 8462 Docusign Envelope ID: 8D161C29-D733-409B-BA8F-507098DBF929 City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker’s compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE Contract # 8462 Docusign Envelope ID: 8D161C29-D733409B-BA8F-507098DBF929 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 Exhibit E for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ CompensationInsurance Fund vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. 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 Contract # 8462 Docusign Envelope ID: 8D161C29-D733-409B-BA8F-507098DBF929 reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: if any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 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. Contract # 8462 Docusign Envelope ID: 8D161C29-D733409B-BA8F-507098DBF929 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 contHbutorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables in&inges the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: in order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees 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 Contract # 8462 Docusign Envelope ID: 8D161C29-D733'+09B-BA8F-507098DBF929 the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, 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 Contract # 8462 Docusign Envelope ID: 8D161C29-D733'+09B-BA8F-507098DBF929 a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or their designee under this agreement. The contractor is expressly Bee to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact fUture invoice payments . 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 Contract # 8462 Docusign Envelope ID: 8D161C29-D733-409B-BA8F-507098DBF929 supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 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 Contract # 8462 Docusign Envelope ID: 8D161C29-D733409B-BA8F-507098DBF929 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 fbrther agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed) Christmas Day (observed If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or their authorized designee. 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 Contract # 8462 Docusign Envelope ID: 8D161C29-D733-:+09B-BA8F-507098DBF929 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally fLmded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- ( 1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate" . 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or Contract # 8462 Docusign Envelope ID: 8D161C29-D733Jj09B-BA8F-507098DBF929 supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAII,ING 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, FEDERAI I, 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. FEDERAI,, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-hee 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 Contract # 8462 Docusign Envelope ID: 8D161C29-D733d109B-BA8F-507098DBF929 commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. 2. 3. 4. 5. Final negotiated contract RFP/Bid documents City’s standard terms and conditions Purchase order Supplier terms and conditions Contract # 8462 Docusign Envelope ID: 8D161C29-D7332109B-BA8F-507098DBF929 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. 2 3 4 5 6. Log onto the State Ethics Commission Website at : https://www .ethics. state.tx.us/filinginfo/ 1295/ Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. Contract # 8462 Docusign Envelope ID: 8D161C29-D733-409B-BA8F-507098DBF929 Exhibit E INSURANCE REQUIREMENTS Respondent’s attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- or better. •Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. •Liability policies shall be endorsed to provide the following: 0 Name as Additional Insured the City of Denton, its Officials, Agents, Light and Medium Duty Vehicles - 8455 Docusign Envelope ID: 8D161C29-D733409B-BA8F-507098DBF929 Employees and volunteers. 0 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. o 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 specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: A. GARAGE LIABILITY Garage Liability Insurance including, but not limited to, Premises/Operations, Automobile, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors and Contractual Liability with minimum combined Light and Medium Duty Vehicles - 8455 Docusign Envelope ID: 8D161C29-D733409B-BA8F-507098DBF929 bodily injury (including death) and property damage limits of $1,000,000 other than Auto-each accident, $2,000,000 Other than Auto-aggregate, $1,000,000 Auto-each accident. The policy shall include: a) Garage Keepers on a direct primary basis to include coverage for Comprehensive and Collision for a limit equal to the Actual Cash Value of the CITY’S vehicle(s) in the CONTRACTOR'S care, custody, or control. SUBCONTRACTING LIABILITY (1 ) Without limiting any of the other obligations or liabilities of the CONTRACTOR, the CONTRACTOR shall require each Subcontractor performing work under the contract, at the Subcontractor's own expense, to maintain during the engagement with the CITY, types and limits of insurance that are appropriate for the services/work being performed, comply with all applicable laws and are consistent with industry standards. The Subcontractor’s liability insurance shall name CONTRACTOR as an additional insured. (2) CONTRACTOR shall obtain and monitor the certificates of insurance from each Subcontractor. CONTRACTOR must retain the certificates of insurance for the duration of the contract and shall have the responsibility of enforcing insurance requirements among its subcontractors. The CITY shall be entitled, upon request and without expense, to receive copies of these certificates. Light and Medium Duty Vehicles - 8455 q-1 a)hD 10a T-1 10 10N El 11 11 g CDfa\\\-boloCCalaIna la :2 1 :g 1 :2 + a)laa CTIC a)tn (U a)a dZ bIg= CI: bIn JJBIgCa) % 1.II OIE ii Ol '-.I Oal :3OOF a>13 q===PiI} a) a\Ia)LL ona COa)0b0In II1 CO < ontha)0ICr)a)ba dI(\I C) to a CO n a)al0 a) >C LU Ca) 8/a C)0a ; E;:: Docusign Envelope ID: 8D161C29-D733-409B-BA8F-507098DBF929- ' Exhibit G - Form c IQ CONFLICT OF INTEREST QUESTIONNAIRE For vendor or other person doing business with local governmental entit' This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1 -a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton Ethics Code. Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after thI 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. misdemeanor. a W An offense under this section is a GPI TX-DCIV, Inc . 2 D Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) d Name of local government of£cer about whom the information in this section is being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local govemment officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1 (1-a), Local Govemment 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?n *”n „” 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?n „”n .„, 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 5 LJ 1 have no Conflict of Interest to disclose. 6/14/2024 mr less with the governmental entity Date Docusign Envelope ID: 8D161C29-D733J+09B-BA8F-507098DBF929 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 ofthe Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG 1 76.htm. For easy reference, below are some of the sections cited on this form, Local Government Code $ 176.001{1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) apurchasc orlcaseofgoods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code $ 176.003(a){2){A) and (B): (A) Alocal government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds 52,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vend)c (B) has given to the local government officer or a family member ofthe officer one or more gifts that have an aggregate value ofmore than $ 100 in the 12-month periodpreceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contract with the vendor, Local Government Code $ 176.006{a) and {a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and ( 1) has an employment or other business relationship with a local government officer of that local govemmental entity, or a family member ofthe officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local govemmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local govemmental entity; or (2) the date the vendor becomes aware (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government omcer. City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Official within the third 3d degree of affinity {marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right4f-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) it shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gift cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. 'orm provided by Texas Ethics Commission www. ethics .state . tx . us Revised 11/30/2015 [kx>uSign Certificate Of Completion Envelope Id: 8D161 C29D733409BBA8F507098DBF929 Subject: Please DocuSign: City Council Contract 8462 Light and Medium Duty Vehicles- Denton Dodge Source Envelope: Status: Completed Document Pages: 32 Certificate Pages: 6 Signatures: 6 Initials: 1 Envelope Originator: AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Gabby Leeper 901 B Texas Street Denton, TX 76209 Gabby.Leeper@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 6/1 3/2024 1 1:16:41 AM Holder: Gabby Leeper Gabby.Leeper@cityofdenton.com Location: DocuSign Signer Events Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Timestamp Sent: 6/13/2024 1 1 :24:18 AM Viewed: 6/13/2024 1 1 :24:27 AM Signed: 6/13/2024 1 1 :25:25 AM Completed Using IP Address: 198.49.140.10 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 6/13/2024 11 :25:29 AM Viewed: 6/13/2024 1 :30:34 PM Signed: 6/1 3/2024 1 :31 :55 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Sent: 6/13/2024 1 :31 :58 PM Viewed: 6/13/2024 4:57:46 PM Signed: 6/13/2024 4:59:11 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Edward Ragland eragland@dentondodge.com Security Level: Email, Account Authentication (None) Sent: 6/13/2024 4:59:13 PM Viewed: 6/14/2024 3:23:06 PM Signed: 6/14/2024 3:27:45 PM Signature Adoption: Pre-selected Style Using IP Address: 131.150.76.132 Electronic Record and Signature Disclosure: Accepted: 6/14/2024 3:23:06 PM ID: da934afl-73bd4e50-bOb3-b186c2d2f9a0 Signer Events Tom Gramer Tom.Gramer@cityofdenton.com Director Facilities and Fleet Security Level: Email, Account Authentication (None) Signature Timestamp Sent: 6/14/2024 3:27:47 PM Viewed: 6/14/2024 3:28:07 PM Signed: 6/14/2024 3:28:24 PM Signature Adoption: Drawn on Device Using IP Address: 47.218.91.50 Signed using mobile Electronic Record and Signature Disclosure: Accepted: 6/14/2024 3:28:07 PM ID: 41f445e3-ecff4c1 a-8615477f6a680f7e Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Completed Sent: 6/14/2024 3:28:27 PM Viewed: 7/1 7/2024 10:30:33 AM Signed: 7/1 7/2024 10:30:44 AM Using IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) SPB H&MItT Sent: 7/17/2024 10:30:47 AM Viewed: 7/17/2024 10:33:11 AM Signed: 7/1 7/2024 10:33:18 AM,5236DB296270423. Signature Adoption: Pre-selected Style Using IP Address: 107.77.201 .17 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Lauren Thoden lauren.thoden@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None) Sent: 7/17/2024 10:33:21 AM Viewed: 7/1 7/2024 11 :25:40 AM Signed: 7/17/2024 1 1 :26:16 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Status Timestamp Certified Delivery Events Timestamp Carbon Copy Events Status Timestamp Sent: 6/1:3/2024 1 1 :25:28 AMCheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Timestamp Sent: 6/14/2024 3:28:27 PM Viewed: 6/18/2024 2:59:54 PM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 7/17/2024 11 :26:18 AM Viewed: 7/17/2024 2:03:02 PM Robin Melendez-Martin robin.melendez-martin@cityofdenton.com Fleet Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 7/17/2024 1 1 :26:19 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 6/13/2024 11 :24:18 AM 7/17/2024 1 1 :25:40 AM 7/17/2024 11 :26:16 AM 7/17/2024 11 :26:19 AM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Edward Ragland, Tom Gramer 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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