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2012-348ORDINANCE NO. 2� 12-34g AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE � A PROFESSIO�A"�,"S�RVT�CES "A�IZEEIVIENT WITH MERJE DESTGN FOR CONSULTING SERVICES RELATED TO THE WAYFINDING SIGNAGE PROJECT FOR THE CITY OF DENTON PLANNING DEPARTMENT; AND PROVIDING AN EFFECTIVE DATE (RFQ 4938— WAYFINDING SIGNAGE PROJECT FOR CITY OF DENTON AWARDED TO MERJE DESIGN IN THE AMOUNT OF $119,205). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the Wayf'mding Signage Proj ect for the City of Denton Planning Department in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the �urchase �of tl�e rnater•ials, equipment, supplies or-ser�ices 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 for 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. RFQ NUMBER 4938 CONTRACTOR Merje Design AMOUNT $119,205 SECTION 2. By the acceptance and approval of the above numbered iterns of the subrnitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials,.,e;q�.ipment, supplies or services an. accordance wi.th�the ter�ns, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the attached written contract; provided that the written contract is in accor`dance with the tertns, conditions, speci�icafions, stanc�ards, 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, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFQ 493 8 to the City Manager of the �i.ty .�f Den�on, Texas, or his designe�. 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. PASSED AND APPROVED this the /�� day of ' , 2012: MA � A. U , MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY , BY: ` � APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: l 3-ORD- 4938 -o; CONTRACT # 4938 BY AND BETWEEN CITY OF DENTON, T�XAS AND FOUND DESIGN, LLC (d.b.a MERJE} THTS CONTRACT is made an.d entez�ed into this 18t�' dav of December A,D„ 2012, by and between Found Desi�n LLC {d.b.a. MERJE) a coiporation, whase address is 120 N. Church Street, West Chester, PA 193$Q, hereinafter refe��red to as "Contractor," and the CITY OF DENTON, T�XAS, a home rule municipal coxpoz�ation, hereinafter refei7ed to as "City," to be effective upon approval of the Denton Ci#y Council and subsequent e�ecution ofthis Conhact by the Denton City Manager or his duly authorized designee. For and in consider�tion of the covenants and ag�•eements contained herein, and for the muhlal benefits to be obtained hereby, the pariies agree as follows: SCOPE OF SEI2VICES Contractor shall provide pzoducts o�� sexvices in accordance with the Cantracto�•'s pxopasal in response the��eto, a copy of which is attached hereto and incaiporated herein for all purposes as Exhibit "A". The Contract consists of this �vritten agreement and the following items which are attached herefo and incorporated herein by reference: . (a) Contractor Response to RFQ 493$ - Contract Pricing Details (b) Negotiated Scope of Services for RFQ 4938 (c) Paymen#s and Perfarmance Milestones (d) City o:f Denton Standard Terms and Conditions and contractual requirements (e) Contiactors' Business Infarmation . . (� Contractor Response to RFQ 4938 - Conflict of Inte��est Questionnaire (g) Contractor Response ta RFQ 4938 - Insu�•ance Documentation These documents make up the Contract docu�nents and what is called for by one shall be as binding as if called for by all. In the event af an inconsistency or coinflict in any of the pz�ovisions of the Contract doct�ments, the inconsistency or conflict shall be resolved by giving p�ecedence fsrst to the wz•itten agreement then to the contract documents in the order in which they ar� listed above. Thes� ttocuments shall be refei�ed to collectively as "Contt•act Documents." / IN WITNESS W��REO�', the pat�ties of tlaese presents have executed this agreement in the year and day fixst abave writtez�. . � � �'... .a . .► . 1 .' � ., ,. APPROVED AS TO FORM: > � ITA B�LIRG S, C T T EY � ATTEST: . r =�:.�,_.�� , �� - - , :u•- I/. " , . (SEAL} c!� T� ZO � l.�J�t�'K�S �-K- S d MAILING ADDRESS �{.��[ - 2ro6 -� 6 Y S PHONE NUMBER /�Itl� �'AX NUMBER BY: / �. ITLE �1Q�� s �� PRINTED N�-1ME (SEAL) EXHIBIT A Con�ra�t {Ne�otiated) Prxcxng, D, �taiYs rr��r�� October 17, 2012 (updated 12/3/t2) Mr. Elton D. Brock, MBA, CiPM, GTCM, C.P.M. Manager, Material Management and Purchasfng ,. r City a# Denton 90f 8 Fexas Street Denton, Texas • EI�VIRONMENTS & EXPERIENCE5 RE; AFQ �4938 CITI' �F DENTON WAYFINDiNG PROGRAM PRICE PROP�SAL — i0/17/12 Dear Mr.Brand, A per my discussions with R�n Menguita, below is the negotiated and agreed upon fee for the Ciiy of Denton Wayfinding Program COMPENSATION Based on the Scope of Work identlfled and the clarifications requested we submit ti�e follow(ng compensatlon. [f you have any questions or requlra additional information, please do not hesitate to contact me. PHASE 1 SC�PfNG TASK 1 DESIGN Phase 2: Dlreotionaf, Blade and Street Signs Phase 3: Gateways and Kfosks Phase 4: Park and City Building fdentification TASK 2 ENGINEERINC ANALYSIS Phase 2: Directional, Blade and Streat Signs Phase 3: Gateways and Kiosks Phase 4: Park and City Buildfng ide�iiticatfon TRSK 3 DESIGN ! TECHNICAL DOCUMENTS Phase 2: Oirectional, 81ade and Street S3gns Phase 3: Gateways and Klosks f'�ase 4: park and Gty Building Identlfication TASK �i CQNSTRUGTION OVERSIGHT Phase 2: Dlrectionai, Blade and Street S(gns Phase 3: Gateways and Kiosks Phase �: Park and Ciiy Buildfng Iden#�ication DESIGN/PLANNING FEE MERJE Svite 2Q8 120 N. Church Street West Ci�ester, PA 19380 T 484.286.0648 merjedesign,corR $10,400 $14,670 $19,430 $19,780 $ 5,50b $ 5,500 5 500 � so,7ao ��I �� STRUCTURAL/ ELECTIRCAL Ef�lGli�lEERINCa Review Drawings for compliance with requfreme�ts $ 6,240 Speciiications, Calculations and Slcetches $ 8,320 Coordin�te and Update $ 6,125 Sign and Seal Drawings $ 6,240 S7RUCTURAL/�l,EC7RICAL EfVGINEERfNG ��ES $ 26,926 REIMBURSABLE$ � 11 500 LUMP SUM FEE $ i 19,205 design and F'lannfng Fees are based on; - Further deveiopment of approved Schema#ic Desfgn developed by the Ciiy of Denton - Quan#ity of 30 � 35 sign locaiions as identified in the plans provided by the Ciry of Dentar�. CITY OF DENTON WAYFINDING PROGRAM � DESIGN / PLANNING FEES LEE ` Bosla Swantak Reed Shah Parma Plerce TOTALS $165 $165 $125 $225 $155 $13D HRLYRATES , �. Project Preperation 2 Kick-Off Meeting with Steering Committee (T1) 4 4 4 Prepare Maps/Information for Stakeholder Interviews Z 8 Tour and Photograph Site (T1) 4 4 6 Working meetings - Stakeholders (Tl ) B 8 4 Develop Wayfinding 8rief (outline of issues) Review Wayfinding Information prepared to date by City 2 8 Present Wayfinding Analysis to Steering Committee (T2) 4 TOTAI HOURS - STEPS 1 22 0 26 0 16 8 72 TOTAL COST - STEP 1 $3,630 $0 $3,250 $0 $2,460 $1,040 $70,400 � � Develop Selected overall Design Direction 16 24 _ Prepare Model and Mock-Ups for Evaluation 4 Prepare Des(gn Development Package (Gacewayisiyns/MaPS) B 16 Meet with Fabricator / Revise Budgets 2 Prepare Presentation z $ S Design Presentation ta Steering Committee (T2) 4 Administration/Project Management 8 Oesign Review City Committees and Community (T3) 2 TOTAL HOURS - STEP 2 16 32 54 0 0 0 102 TOTAL COST - STEP 2 $2,640 $5,280 $6,750 $0 $0 $0 $14,670 � Preliminary Sign Location Plan/Message Schedule 2 8 20 Fleld Survey Locations #1 (T3) 16 16 Prepare Preliminary Review Z Z $ Review with Client 6 Secondary Sign Location Plan/Message Schedule z 4 8 Prepare Secondary Review 2 4 Field Survey Locations #2 (T4) � z Final Sign Location Plan/Message Schedule z 6 Prepare Final Review 4 4 Administration/Project Management 4 TOTAL HOURS - STEP 3 D 0 16 10 56 50 132 TOTAL COST - STEP 3 $0 $0 $2,000 $2,250 $8,680 $6,500 $19,430 r �� r Final Field Survey Locations w/ City 16 16 Prepare Final Messages and Plans 4 z z 8 Prepare5ignage Documentation Drawings 8 64 Prepare Technical Specifications/TX�OT Drewings 12 4 � Z Admi�istration/Project Management TOTAL HOURS - STEP 4 0 8 96 2 22 20 148 TOTALCOST-STEP4 $0 $1,320 $12,000 $450 $3,410 $2,600 $19,780 • � Develop Evaluation Criteria /Assist Owner Reviewing Bids Confer with fabricator 4 Review shop drawings & samples 4 Review site with installer-(30 locations / 2 days max ) 16 Walk through completed project -(30 locations / 2 days max ) 16 Prepare Punchlist and receive Sign Off from City 4 Administration/Project Management Construction Meet(ngs ( NIC - to be determined) TOTAL HOURS - PER INSTALUITION PHASE (Phase 2) 0 0 44 TOTAL COST - PER INSTALLATION PHASE (Phase 2) $0 $0 $5,500 $0 $0 $5,500 $0 $0 $5,500 0 0 0 44 $0 $0 $0 $5,500 $0 $0 $0 $5,500 $0 $0 $0 $5,500 DESIGN/PLANNING $80,780 STRUCTURAL $26,925 Reimbursables $71.500 BASE FEE TOTAL $119,205 Requxred Scope of Services „�,��_��„ SCQPE OF WORK M�RJE wi11 uiilize a h Phase approach for the strategy, planning, design and impfementafion af the pro]ect. While aur terminoloc,�y and sequencing may differ from ihe steps oullined in vo�,r RFP_. l can assure you all i�sks and services you have requestecf have bsen fncluded. 7he foliowing documents have been inciuded as exampJes for each f'hase: PHASE I: Document #1 Wayfiiading Anelysis / Schematic Destyn (Not in Scape) PHASE II: Document #2 Design Developmeni Package PHASE Ill; Document #3 Sign Location Plans and Message Schedule PHASE IV.� Documeni #4 Documentation Package (Bid Dacuments) PHASE V: Document #5 Submitt�f �ieview and Punchf�st pHASE I: SCOPENG "FASK 1.1 ProJect preparation and coordination of information necessary to bey�n. 1'ASK 12 Kick Off ineeling with Steering Gommiitee. 7his may include DOT, Counry and CiEy represenfafives, as well as representatives from desfinaiions. {TRIP #i ) TASK i.3 Prepare rrraps and ininrmation to necessary #or sign location pfanning. Ti�SK 1.4 Tour and photograph ciry: including gate4vays, intersections and potentiai slc�n locaf(ons, (TRIP #1) TASK 1.5 1 day of ineet9ngs wiih city representatives, select s#akeho►ders and others lo gather information, rQview wor'�c completed to date a�id autllne speciflc way finding Issues that need to be addressed. (fRll' #i) . This includes a meeting with TXOOT to review project intent, protocols and submiiial procedures. i'ASK 1.6 Review existing information prepared to date by the City of �enton. Review zoning �nd other go�erning agency requirements. Confirn� traffic engineering requirements with city engineers and TXDOT, TASK 1.7 Review information gathered during visit, with city. outline priority issues, PHASE 1 OELNERABLES: Meetings as outlined, tour of site, oulline of Issues and approved desiinatlon Ilst. me�� __. _ .._ _.. _ ,... ,_ _. _ ,,. : _ ... . _ PHASE i.. TA$KS:AND DELIVERABLES NOT.INCIUDED IN SCOPE OF WORK " °- '' , ... .. __. ... _.. __ _ _ - Remoued at request.of.City3af Denton % Qocumenf #1 :..: - _ - — _.. _ _ . _. : • Iviultipte sfiakehaldar internews over a penod af 2 3 days to c�ati�er �Nayfindmg iiiforr��ataon : - _ . .. _....... . ... _ •._VUAYFINDI�'G. ANALYSIS REPORT (See Document Il1.};.Analysis_report iyp�cally melucies a, -: _ _. _. _ _ __ _ _ _ - _ �� _assessnaenf of prin�ry and secondary roufes; circulatibn State_& Gount�! roa€iyvays� assigned ,... ,_ ; . _ - speed iimits, parking:lots pecfest�an rsquirerrtents, disirictslzones, irarisitidn pvints dec�sron . . . . ... . ..... . . ,.. . _ - - points, infor:rrraiion hierarchy, creaie a general me�,u of sign iypes.,ferminoiogy/no.menclature,_ _ _ .._ . .__ .. . . -- --- audience cons(derations, dayiime vs �vening travel, design cntena image; maricetfng goals, � .:: _ _ __ .. , _... . _ , . . _ funcCezat iequnernents, flexibility, vandal res(stance and.rrtalnten�nce _._. ' --. _ _ _..: ,.. _ _ + SCNEMas IC OESIGN 2_ 3 d�ff.2ren# design op#ions for Ciry and:Stakehofders to:ohoose from _ _. -.- _ ' alread coin efed.b ihe Ci ) - :._. - - �_. .. .. Y ..._ � y .. . . . �'. .. . _ .. _ � ; PHASE I[ DE51GN DEVELOPMENT: fNGi.UDES ALL SIGN TYPES TASK 2.1 Based on approved concept, develop selected design d(rection io meet funciional criteria, 'iX00T requirements and overall desired aesthetic qualities. TqSI< 2,2 Prenore models, full size mock-ups, sample materiafs/colors and renderin�s. TASK 2.3 Prepare Design Developmenf Package, Finalize funciional aspects of program size, materi�ls, , nomenclature, iypography, symbols, hardware, archilectural elements, placement, construcfion details and mounting methods iASK 2.4 Meei wifh fabricator and develop updated budgets. TASI< 2,5 Prepare Design Develo�ment Presentation l"ASK 2.6 Present Qesic�n Development to Steering Committee (fRIP #2) iASK 2.7 Present Design Development to City Cauncif and Stal<eho(ders (TRIP #2) TASK 2.8 General project management and coordination, PHAS� li l7ELIVERABLE: f'rovide Design Development package (see Document #2), which wifi provide general information regarding n�aterial, color fi��isi�, typography installatfon and sig�� size. 7he Design Developmen# Package can also be used as a preliminary submiEta! to TXDOT ta receive initial comments, A max(mum of 3 formal presentatlons (Steering Committee, Stakehofders and City Counciq. Note: the 3 presentations for approvals, shall be conductad on 2 consecutive days. PFEASE III ENGfNEERiNG EVALUAT[�N TASK 3.1 Prep2re preliminary sign locaiion plans, messages and general sign types. 7ASK 3.2 Field Survey 1i1: Site check (drive by) locataons for appropriateness, avallable space, and genera! environment condittons. Note: this does not include detailed field mar4c-CUts, ii I& a general ravie�+: only, {TRIP #3} TASK 3.3 Update and prepare Preliminary Review TASK 3.4 Review with client; Preliminary Submittal �f a message schedule and sign location plans for review and approval by cityr represeniatives and destinat+ons, (Submittal �t}, TASK 3.5 Update and prepare Secondary Submitial, revise message scheclule and sign location plan for review and approval by city representatives and each destinatlan. (Submittal ��2j, City internai review only. TASK 3.6 Fiefd Suriey #2: Review in the �eld all Eor,ations with City representatives and ait�sr required agencies, Noie, this daes not Inciude detailed field mark-oufs, if is a general review only. � TASK 3.7 Final Submittal, revise message schedule and sign loca#ion plan for review and appraval by City representatives and other required agencies. (Submittal #3) PHASE lll OEtIVERABL.E; Sign Lacation Plans and Message Schedule (Document �3A and 3B} Based on working meetings and project revlews a sign iocaiion plan and niessac�e schedule will be de��eloped and subrnitted #or finai approval, 7h{s w(3t include sign (ocations, messnges/termi- notogy and required sic�n types, i"Tl��'J� � PHAS� J� DES�GN TECHNICAL DOCUMEiVTS TASK 4.7 Flnai fieid survey #a coardina#e sign focations artd dra��ings, TASK 4.2 Prepare and coordinate fitnal meysages / plans for dacumentation c�rativings TASK 4,3 Prep�re flnal signage documentation d�awings for �II sign types; fin�l design, fabrication, construction details and installation meihods. Gr�phic Sign Standards: Desic�n intent dYawir�gs Indicafing, matanal s�ecifications for all s'sgn fypes, illustratsr�g sfze, Eypefiaces, graphic efemenis, pictograms, Istter spacing, materials, finishes, construction details, fnstallatlon methods, eolors anci focations. TASK 4.4 Technical Specifications dascribing matenals, products, submittals, caordination, execution, quaiity assurance, installafion, eto. Prepare drawings f�r TXDOT s�bmittals, TASK 4.6 Administration and proje�t man2gement, including; prepare frial cost estiit�ate based on flnal desig�t anc3 sfgn counts. PNASE 1V DELiVERABL�: Desfgn Intent Drawings (Docunient #�}A and 4B) will provide the Clty with the necessary dra+;rings to blcJ ihe proiect to qualified vendors and submit drav�rinc�s to TX- DOT for permitling. Drawings may a(so ba used for fufure phases and general main#enance of the sEgns. � PHASE V CONSTRUCTION OVERSfGHT �ER F'HASE) TASIf 5.1 Confer wilh fabricaior, answer quesilons and provide Informatl�n, TASK 52 Review shop drawings & samp3es prior to fabricatlon 7AS1< 5.3 Visif sfte Nrith insFaller prior to install, assist w/ field mar{c-outs and placemeni. TAS1<5.4 Wall<through complefed projeot - check quality, messagas and plac�ment. TASK 5.5 Prepare Punchlist for items Fhat need to 6e complsted or repairecl. PHASE V �ELIVERP,BLE: Shop Drawing Review, Submittal Reviews and Punchlisi (see DocumenE t!5) TASK V( STRUCTURAL AND ELECTRICAL ENGINE�RING TASK 6.1 Review and redline MERJE Documentation drawings for cqmpllance wifh struciuraf and electrical requir2menfs. TASi< 6,2 Design review wiil include specificatiot�s, c�iculations and sketches per industry, city and 7X007 required s#arulards. 7ASK 6.3 MERJE sh�lt coordinate and update spec�cations, constructiort details and final dra�rrings. MERJE drawings will reile�t �ll engineer can�ments �u�d display engineers fogo TASK 6.4 Slgn and seal drawings by an enginser licensed In fihe Sfate of Texas. PHASE V DELIVEFiABLE: 4 sets of signed and seafed drawings. Additional sets may 6e provided for $150 per set, RE[MBURSABLE EXPENSES Reimbursable expenses are in addition to the basic compensation outlined above and will be billetf to ihe client at 1,0 times tite expenses incurred by ivlEftJE and our consultants in the interest of the projsct. These expenses Include, bui are not limited to: CADD machine plots, pFrotocopies, tra�el, airfare, lodging, mefa�s, fares, tolls, aufo rental, parking, facsimiles, art materials, typesetting, first-ciass mai�, speciai overnight mall ancl delivery ser�ices, fong distance telephone calls, and messenger services, Estfmated Reimbusables $11,500 The fo1lowing tr2vel is included in the Scope of WorEc and Relmbursable Gosts; Trip #1 14ck-Oif Meeting 2 days MERJEitee Eng. Trip #2 F'resent desi�n to Steering Committee 2 days M�RJ� Trip #3 Fietd Survey #1 / Addilional Presentations 2 days IvfERJFJLee Eng. Trip #4 Fieid Survey #2 2 days MERJE/Lee Eng Trip #5 Fin�l Field Marl<-outs 2 days iv1EF�JE1Lee Eng. Trip #6 Review Site with Installer 2 days MERJE Trip # 7 Review compfeted praject (�unch-list) 2 days MERJE mer�e CLIENT RESPONSlBf[.1TI�S Appointment of a so[e representative witF� fulk authoniy to provide or obtaln any necessary information and approvafs required by the designer Presentation / ivleeiing Coordinatlon: inc[uding, reserving meeting spaces/rooms, scheduliny stakehoEcier irrterviews, contactinc� stakeholclers 1 meeiiny notiflc�+tion and providing necessary AV equipment. Coordination of the deeision-makinc� a�id approval process ��rith Clly Cauncil, Ciiy staff, and otl�er approving agencies Disfribution of ineeting minutes and fnformation to 5teering Committes and Stakehofders. Timely communication of adminlstrative or operational decisions i( they affect ihe design or production of signage or graphic i�ems; caordlnation of required public approvals and meetings. Timefy provisian of accurate and complete information and materlals requested by designers such as slte plans, building pians and elevations, utiliiy locations, color/rnaterial samples and all applicable code infiorrnaiion, ProvlsIon of approved nomenelafure; securing agprovals Por copy from ihird parties, Provision of photographs, illusfrations or other visu�l materials that are in a form suifab�e for reproductlon without further preparation. Final �roofreading and wnrien sigr� ofF of all projecf dacumenis including a�twork, message scheduies, sign location plans and design drawings before thelr release for febrication or installation. In the event that the clleni has approved work but errors, such as iypographic errors or n3isspellings, remain in the finished product, the client shall incur the cost of correcting such errors. Arrariging for the documentalion and implementation of all electrical, sirucfural or mechanica! elements needec! to support, house ar power signage; coordination of sign installaiion vuiih other trades. Bid solic�tation and coMraci negotiaiion associate with Phase 1V, System Implementation. Esta6lishi7�ent of finai pricing and contract tem�s directiy with fabric2tors or vendors, Eslablishmeni af specific invoicing procedures ior the clesigrter which �Nill ensur2 tfineiy payments, PaYment and Performarice Information and.Requirements � I. PAYM�NT ANll INVOICES: Any negotiatio.ns xesulting from this solicitation shall specify teims and conditions of payment, which will be considered as pa��t of, but nat control, the award of a contract. City review, inspection, and processing px•ocedures ordinarily require thii�iy (30) days afte�• receipt of i�voice, materials, or services. Responses which call for payment before thirty (30) days from receipt of invoice, or casfi discounts given on such payment, will be considered only if, in the opinian of the �urchasing Manager, the review, inspection, and processing procedures can be completed as specified. Invoices shall be sent directly to the City of Denton Accounts Payable Depai�tment, 215 E 1l�IcKinney St, Denton, TX, 76201-4299. It is the intention of the Ciry af Denton to make payment on completed ordexs within thirty days after recei�at of invoice o� xte�s; whzchever xs later, unless unusual circumstances arise. Invoices must be fully documentet� as to laboi•, materials, and equipment provided, if applicable, and must refexence tlxe Ciiy of Den,#on Purc�ase �rder Ntimber in order to be �rocessed. No �ayments shaIl be made on invoices not listing st Purchase Order Number. II. TAX EXEMPTION: The Cziy of Denton qualifies for sales ta� exemption pursuant ta the provisions of Article 2�.04 (F) of the Texas Limited Sates, Excise and Use Tax Act, An� Con#ractor performing �voik under this contxact for the City af Denton may purchase materials and supplies and z•ent or tease equipment salas taY fi•ee. This is accomplisl�ed by issuing exetnptzo� cex•tificates to requastors. Ce��tif'icates must comply witk� State Comptroller's ruling #95�0.07 and #�95-0.09. III. PAYMENT TO PERFORMANCE PROGRESS: The awarded contractor sha11 prepare and submit invoices based on the completion of the major phases/tasks of the project which have been negotiated, agreed and accepted by both parties. The invoice shall include a status report that will identify the major accomplishments associated with each phase/task, a written staternent of completion of the invoiced task, and comments regarding the status of any remaining task(s), if applicable. The invoice and status report shall be submitted to the City of Denton and the CiTy's Project 5taff shall review such for completion and accuracy, prior to payment authorization. Milestone Performance and Payment Schedule: Invoicing shall be in accordance with the below listed schedule, and shall not exceed the not-to-exceed amounts with mutual agreement and prior, written approval of a change order. Phase I Scoping - $10,400 Task 1 Design - $14,670 Task 2 Engineering Analysis - $19,430 Task 3 Design/Technical Documents - $19,780 Task 4 Construction Oversight - $16,500 date and completion ofproject (b P�asel completion by March l, 2013 completion by Apri130, 2013 completion by June 28, 2013 completion by June 28, 2013 completion by Depends on bid award StructuraUElectrical Engineering Review -$26,925 completion by July 26, 2013 Reimbursable Expenses - $11,500 Total Contract not to Exceed: $119,205 invoiced as expended and ap�roved �itY of Denton Standard Terms and Conditions and � Additional �cont,ractual requ�rements 1. CO�TTRA,CTOR'S OBLIGATYQNS. The Contractor shall fully and timely provide a11 deliverables describec� ici the Solicifation and iri the Contractor's Offer in strict accordance with tl�e tecros, covenants, and conditions ofthe Contract and all applicable �'edez•at, State, and IocaL la�vs, rnies, and regulations. 2. �FFECTN� DATE/TERM. Unless other�vise speci�ed in the Solicitation, this C4ntract shalf be effeciive as oithe date the contract is signed by the City, and shall continue in effect turtil all obligations are pei•formed in accordance �vith the Couti•act, 3.: CONTR.ACTOR TO PACKAGE DELIVERABLES: The Contractoi• will package deliverables in accortlance with good com�nercial p�•actice and shall include a packing lisi sho�ving the c�escripfion o£ each item, the c�uantity and unit price t�nless otliei�vise provided in the Speci�catious or Supplemental Terms anci Conditions, each shipping con#ainer shail be clearly aud permauently tnarked as follows: (a} The Canh�actor's name and addt•ess, (b} the City's najne, address and purchas� ordet• or purchase �-elease ntimbar and tha pcice agreesne�rt m2mber if applicable, (c) Container number and total number of containers, e.g. bo:c I of 4 boxes, and (d) the number of tile container bearing ihe packii�g list. The Cantractor shail beac east of packaging, Deliverables shall be suitabiy packed to secure lo�vest transpoi�tation costs and to confortn to all the requirements of common carriers and any applicable specification. The City's count or �veight shall be final and conclnsive on shipments not accampanied by packing lists. �. SHIPMENT iJIVI)�R R�S�RVATIDN PROHIBITED; The Contractor is not authorized to s}xip the deliverables under reservatioii and no tender of a bill of lading will operate as a tender of delivaiables. 5, TITLE & RISK OF LOSS: Title to and yisk of loss of the delive��ables shall pass to the City onty when the Ciry actt►ally receives and accepts tlxe delive��ables, d. ll�L�RY TERMS AND TRANSPORTATION CHARG�S: Deliverables sha116e shipped F.O.B. point of deliveiy Unless otherwise speci�ed in the Supple�nenkal Terms and Conditions. Unless oti�envise stated in the Offer, the Conteactor's price shall be deemed to inch�de ali deliveiy and transportation charges. The Ciiy shafl have the riglrt to designate tivhat me#l�od of transpartatio�. shali be used to sI�ip the delivera6les. The place of delivery shall be that set forth the purcfiase order. 7, RIGHT OF INSP�CTION AND REJECTION: The City expressly z•eserves a11 rights under law, IqC�UCilIlg, but not limited to the Unifoi�n Com►nercial Code, ta inspect the deliverables at deliveiy 6efore accepting thetn, aud to reject defective or non-confoi7ning deliverables. Tf the City 1�as the right Eo inspect the Contraeto�•'s, ar the Con�:aetor's Subconteactol's, faoilities, or the delive��ables at tlie Contractor's, or the Contcaetoz's Subcontrac#o�•'s, premises, the Contraetor shall furnisli, or cause to Ue ft�t�nished, �vithatit additional charge, all reasonable facilities and assistance to the City to facilitaie such inspection. -� 8, NO REPLACEMENT �F D�FECTIV� TENDER: Evely tettder a}• c�eliveiy of detiverables must fiilly comply �vith ail provisions of the Coni�•act as to #ime of delivery, q�tality, and qt�antity, Any non- complying tender shall constitt�te a breach and the Contractor shali not have the rigfit to s€�bstitute a conforming tender; provided, �vhere the time Por perfonnance has nqt yet expiced, the Contractor may notify the City oithe intention to cure and may then make a conforfni�xg tender �vithin #he time allotteci in the conEract. 9. PLACE ANA C4ND�TION OF WORK: The City sf�al! pa•ovide the Contractor access to the sites �vhe�•e the Contractor is to perfo�m the seivices as requi�•ed in order fo�h the Contractor to pe�•foc�n the se�vices in a timely and efficient xx�anr�er, in accordance witi� and subject to ihe applicable security la�vs, rules, aud ��egulations. The Contractor acknowledges that it has satisfled itself as to the nature of the. City's seivice rec�ui�•�ments and specifications, the location and essential charactei•istics of the work sites, the quality and quantity of materials, equipment, labor aad facilities necessary ta perform the set•vices, and any other condition or state of fact which couid in any �vay af£ect perforrnance of the Contractor's obligations i�nde�• the cot�f��act. The Contractor hereby releases and holds the City harmless from and against auy liability or claim for damages of any kind or nature if the act�ial site or service conditions differ fi�om expected conditians. 10. WORKI'ORCE A, The Cont�'actar shall employ onty orderly and competent workers, skitled in the pez•forfnance of tiie services which they will perfo��n under the Confract. B. The Contractor, its employees, si�bcontracYors, and subcontracta�'s employees may not �vhile er�gaged in participating o�• responding to a solicitation or white in t1�e course and scope o�delivering goods or se�vices i�nder a City of Denton contract ox• an the Ciry's property . i. use or possess a firearm, including a concealed hanc�gun that is lieensed e�nder state law, eYCept as i•equired by the te�•ms of the co��tract; or ii. use or possess fticoholic.o�• otlaeE• into�icating beverages, itlegal drugs ot� controlled substances, not• may sucl� wocket•s be intoxicated, o�• undez• the influence of alcot►oI or drugs, an.the job. C. If the City or the City's i�epresentative notifies #he Conti�actor that any �vorker is incompetent, disorderly or disobedient, has k�o�viiagly or z•epeatedly violated safety regulations, has possessed any firearms, or has possessed o�• was under the in£luence of alcohol or dcugs on the job, the Coatcactor shall immediately remove such worker fi•om Contract services, and may not employ such tivorker again on Contract services �vithout the City's prior �vritten consent. Immigration: The Contraetoc �•epresents and rvarrants that it shait eomply �vith the rec�uuements of the Immigration Reform and Control Act of 198b �nd 1990 regarding employment verifieation and retention oi veri#"ication forins for auy individuals hired on or after November G, 1986, �vho �viil pei�ortn any labor oi� se��vices under the Contf•act and ttie Iilegal Im3nigration Refoim and Irnmigrant Responsibility Act of 1996 ("IIItIRA) enactecl on September 30, 199b, 11. COMPLIANCE WITH HEALTH, SAFETY, AND EN'VIlZONM�NTAL REGULATYON'S: The Contractor, it's Su6conti�actors, and theit� respective employees, shall comply fnily �,vitii all applicable federal, staie, and local health, safety, and environmental lativs, ordinances, xules and regulations in the performance of the ssrvices, inciuding bnt not limited to those prom�ilgated by ihe City and by the Occiipational Safety and Health Adininistration (OSHA}. In case of conflict, the most st��ingent safety req��irement shall govei�. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, iuies, penalties and liability of every kind at7sing fi•om khe breach of the Conh�actor's ot�ligations under this paragraph, �nvi�•onmental Protection: The Respondent shall be in compliance �vith ail applicabie standaa•ds, orde�•s, or regulations issued pursuant to the mandaies of ihe Clean Air Act (42 U.S.C. §7401 et sec�.} and the FederaL Water Pollution Controi Act, as amended, (33 U,S.C. §2251 et seq.). 12. INVOIC�S: A. The Contractor shall subinit saparate invoices in duplicate on each purchase orcler or purehase release after each delivery. Tf pa��tial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or dalivety made. - B. Proper Invoices must include a unique invoice number, the purchase order or delivery order a►umbe�• aaicl the mastex ag�•eenaent number if applicable, the ➢epartment's Naxne, xnd the name oi tke poiut of coutact for the Departmenf. Invoices sha11 be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of laciing and the fi�eight waybill, wlaen appiicable, shall be attac3ied to the invoice. The Contractoi's natne, remitt3nce address anc�, if applicable, fhe tas identification number on ihe invoice must eYactly mateh the information in the Vendor's regisfration �vith the City. Unless otherwise instructed in writing, tlle City may rely on the z•emittance adci�•ess specified on the Contractor's urvoice. C. Invaices fa�• labor shall include a copy of ali time-sheets with #t�ade labor rate and deliverables order number clearly identified. Invoices shall also include a tabutation of �vork-hours at the appropriate rates and grauped by �vo�•k ordex� number, Tnne biiled for labor sltall be limited to hours actually worked at the work site. ll, Unless otherwise expressly authorized in the Contract, the Cont�•actor shall pass through all S�iUeontract and otl�er auihorized espenses at actual cost without markup. E. Federal excise t�:ces, State taYes, or City sales taxes must not be ineluded in tiie invoiced amount. The Ciiy will fui�nish a iax exemption certiiicate upon request. 13. PAYMENT: A. All propei• invoices need to be sent to Accounts Payable. Approved invoices �vill be paid within thirty (30) calendar t[ays of the City's receipt of the deliverables or of tlie.invoice being received in Accounts Payable, whichever is later. B. Ii �ayment is nnt fimely made, (per paragragli A); interest sl�all acc�•tte on the c�npaid baiance ai the Iesser of the rate speci�ed in Texas Government Code Section 225I.025 or the maximum la�vfi�l �•ate; escept, if pay�nerit is i�ot iimely made for a reason for which the City may ►�vithhoId pay►raent lierreiit�der, Rnte�•est sl�all not accr��e until ten (10) calendar days after the grounds for withholdxng payment bave been resolved. C. If partial shipments or deliveries ai�e authoa•ized by the City, ihe Contt•actor �vili be paid for the pai�tial shipment or delive�y, as stated above, provided that the invoice matches the shipment or delively. D. The Ciry may tivithhold or set off t��e entire payment oi• part of any payment other�vise due the ContLactor to siich extent as may be necessa�y on account of: i. delive�y of defective o�• non-con£orming deliverables by the Contractor; ii, tliird parfy claims, which are not covet•ed by the insurance �vhich the Contractor is required to p�•ovide, are �led or reasonable evidence indicating probable filing of such claims; iii. iailure of the Contractor to pay SuUcontractors, or for Iabor, materials or equipment; iv, damage to the pz•ope��ty of the City or tlie City's agents, employees or cont�•actors, whicii is not covered by insu��ance required to be provided by the.Contractor; , v. ��easonable evidence that the Conti�actor's obligations tivill not he coinpleted within the. time speci�ed in the Cont��act, a�id tliai tha unpaid balanee would not be adequate to cover actual or liqttidated damages for the anticipated delay; vi. failure of tlie Contractor to submit proper invoices �vitl� purchase o��cler number, �vith ail reyuired at�achinents and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Conh•act Doci�ments. E. Notice is hereby give�n that any a�varded firm tivho is in arrears to ihe City of Denton fox• delinquent taxes, th� City may offset indebtedness o�ved the Cify through payment withl�alding. F. Payment �vill �e made by clieek unless the parties muivaily agree to payment by ci•edit card or electronic transfer of fiinds. The Contractor agi•ees that there shall be no additional ci►arges, sarcharges, or penalties ta the City for pay�nents made by c�•edit card oz• eiectt�onic funds transfer. G. The awarding oa• continuation of ihis contract is dependeni upon the availability of funding. The City's payinent obligations are payabie only �nd solely �'�•om fiinds Appcopriafed and available for this contraot, The absence of Appropriated oti• othez� lawfully available fimds shall render the Con#ract null and void to the eYtent fimds ace not Appropriated or awailable �nd any tteliverabfes delivered 6ut unpaid shall be ��eturned to the Contractor. The City shall provide the Contractor �vxitten natice of the failure of the City to make an adequate Appropriation fox any fiscal year to pay ti�e amounts due under tlie Contract, or the reduction of any Ap�ropriation to an amoi�nt insufficient to pe�•mit tlie City to pay its obligations under the Cont�•act. In the even# af none or inadequate appropiyatioii of funds, there �vill be no penalty nor removal fees charged to the City, 14. TRAVEL EXPENS�S: All tcavel, lodging and per diein expenses in connection wiih the Contract shall be paid by the Contracto�•, unless othei�vise stated in tl�e conh�act terms. 15. FINAL PAYM�NT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and tlie Contractor lias identified S��bcontractors, the C�nh•actor is required to submit a Conh'act Close-Out MBE/WBE Compliance Repoi�t to tf�e Manager of Mater�als Management no later than the ] Sth calendar day aftec completion of all �vork under the cont��act. Fi��al payment, retainage, or both inay be �viihlzeld if the Contractor is not in compliance �viih the requirements as accepted by the City, B, The making and acceptance of �nal pay�nelit will eonstitute; i. a �vaiver of alt claims by the Cit�+ against the Contractor, except claims {l) �vhich have been previoi�sly asserted in ��niting and not yet settled, (2) arising £roin defective work appearing ai�er final inspection, {3) arising fiom failure of the Contractor to comply ��ith the Contract or the terms of any evar�•anty specified herein, (4) ai•ising fi�om the Contractor's contintiing obligations under the Contrac#, inciuding but not limited to indeinnity and �varraniy obligations, o�• (S) arising under the Ciiy's right to audxf; anci ii. a�vaiver of all clarins by the Contractor agai�ist the City other than those previously asserted in �vritu�g and not yet settled. lb. SPECTAL TOOLS & TCST EQUIPMENT: Iithe price stated on the Of�'er includes the cost of any special toaling or special test equipment fabricated or required by the Contractor for tl�e purpose of filling this ocdei•, such special Yooling equipment and any process sheets related thereto shatl become the pt�operty vf the City and shall be identified by the Contractar as such. 17. RIGHT TU AUD�7.': A. The Ciry shall have the right to audit and make copies of tha books, �'ecords and computations pei�taining to the Coiitract. The Contractor sitall retain such books, records, documenfs aud othe�• evidence pairtaining to the Cont►•act period and five years thereafter, except if an audit is in pt•ogress or audit fndings are yet unz•esolved, in �vhich case records shall be kept until alI audit tasks are completed and resolved. These books, i�ecords, dacurr�ents and other evidence shall be a.vailable, within ten (10) Uusiness days of �vritten request. Fu��ther, the Coniractor shall atso reqc►ire all Subcont�•actors, material supptiers, and athe�� payees io i�etain all baQks, i�ecords, documents and other evidence pez•taining to the Contraet, and to allorv the Cify similar aecess to those documeiits. All books and recocds �vill be made available �vithin a 50 mile t�adius of the City of Dentan. The cost of the audit wi11 be borne by the City unless the audit reveals an overpayment of 1% or greate�•, If an oveipayrnent of 1% or greater occurs, the reasonable cost of the audit, inclueiing any t��avel costs, xnust be borne by the Contc•actoi• �vhich must be payable �.vithin five (5) business days ofreceipt of an invoice. B. Failure to comply with the provisio►is of tl�is section shall be a matecial breach af the Conti�act anc� shall constitute, in the Ciiy's sole discretion, grounds fo� #ei�nination thereo£ Each of the terms "booics", "records", "documents" and "other evidence", as tlsed above, shall be canst�ued to include drafts and electtanic �les, even if such drafts or electrouic files are subsequently used to generate o�• prepare a final printed docuinent. 18. SUBCO�CTRACTORS; A. If the Contractor identif'ied Subeontr�ctors in a DBE/MBE/WBE agreed to Plan, the Contractoz• shall comply tivith all rec�uirements approved by the City. The Contractor sha�l not initially employ any Subcont�•actor eYCept as pi•ovided in the Contractor's Plan. The Contractor shati not substitute any Subcontraetor identiiied in the Plan, unlass the substittite has been aceepted by the City in �vriting. No acoeptance by the City of any Subcontractor shall constitute a tivaiver of any rights or remedies of the City w�th respect ta defective delive��ables p�•ovic�ed by a Subcontractor. If a Plan has been appcoved, the Contcactot• is additio►�ally required to sUbmit a monthly Subconts•act Awards and EYpenditures i2epoi�t to the ProcuremenE Manager, no later than the tenih calendar day of each montl�. B. Work performed for the Contractor by a Subcontractor skall be pucsuant to a rvritten contraot betwee�l the Contractor and Suhcontractor. The teims of the subcon�raet may not conffict �vith the te�Yns af the Conh•act, and shall contain provisions ihat: i. reqt�u�e that all deliverables to be provided by the S��bcontractor be provided in strict accordance with the provisions, specificatioiis and tei7ns of tl�e Contract; zi. prohibit the Si�bconh•actor from further subcontracting any portion of the Contract �vithout the prior tivritten consent of the City and the Contractor. The City may require, as a conc�ition to such fu�ther subcflntractitxg, that the Subcot�tractor post a payment bond in forrn, substance and amount acceptable to the City; iii. require Subcontf�actocs to submit all invoices and applications for payrttents, incl«ding any claitns for additional payr�ents, damages oi• otherwise, to the Cotatracto�� in suf#'icient tima to enable the Contractor to ii�olnde same with its invoice or applieation for payment to the City in accordance with the tecros of the Contract; iv. r�quu•e that atl Subcont��actors obtaiu and maintain, througl�out the term of their contract, insurance in the type ai�d amounts specified for the Contractor, �vith the City being a namec� insured as i#s inte��est shatl appea�; anci v. require tliat the Subconi�•actor indemnify and hold the City hai�mless ta the same e.ctent as ihe Conti•actor is requit•ed to indemnify the City. C, The Cont�actor shall be fully respansible to tlte City for all acts aaid omissions of the Subcontractors just as the Contractor is rasponsible for ihe Contractor's o�vn acts and oinissions. Nothing in the Contract shall c�•eate for the banafit of any such Subeontractor a�iy contractual relationship beriveen the City and any such Subcont�•actoi; nor shall it creat� any obligation on the part of the Ciiy to pay or to sea to the payment of any moneys due any such Subcontractar except as may otherwise be i•equii�ed by la�v, D. The Cant�•actor sh�a11 pay each Subeontractor its appropriate sha��e vf payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRIC�: A. The Contractor wairants the prices quoted in the Offer are no higiier than the Contractor's cuirent prices on o�•decs by others for like deliverables x�nder similar terms of pitrchsse, B. The Contractor cei�tifies that the prices in ihe Offer have been ai�ived at independently �vithoiit consuitation, cainm��nication, or agreement for the pitrpose of resfi�icting eompetition, as to any matter reIating to suclt fees �vith any vther firm or tivith any competitor. C, In addition to any othe�• remedy available, the City rnay dediict from any amounts o�ved to the Confractor, or othei•�vise recover, atty amounts paid for items in escess of the Cantracta�•'s cu��•ent prices on orders by at3iers for like deliverables under si�nilar tei7ns of purchase. 2Q. WAItItANTY — TITLE: The Conh�actoi• �var�•ants that it has good and indefeasible title to all delive��ables fucnislied unde�• the Conti•act, and tliat the delivea•ables are free and clear of all liens, claims, sect��ity inter�sts and encumbranaes. Tlie Con#ractor shall indemni�'y and hold the City haranless fi•om and against all adverse tit10 claims to the detiverables. 21, WARRANTY — DELIVERABLES: The Contraetor �varran#s and rep��esents that aIl deliverables sold the Ciry nnder the Contract shall be free from defects in design, woricmanship or manufacture, and confortn in ali ma#erial respects to the speci�cations, d�•ativings, and deseriptions in the Solicitation, to any samples furnished by the Contractor, to the te;•ms, coven�nts and condi#ions af the Contract, and to all �pplicable State, �ederal o�• local laws, ruIes, aud regulatians, and industry codes and standa��ds. Unless a#hei�vise stated in the Saliei#ation, the deliverables shall be ne�v or recyoled merchandise, and not used or reconditioned. A. Recycled delivaf�ables shall be clearly identified as such, B. The Contractor �nay not limit, exclude or disclaim the foregaing wa�•raniy or any warranty itnplied by la�v; and any attempt to do so shall be �vit��out force or effect. C. Uniess otherwise specified in the Contract, the rvai�►�anty period shall be at least one year frorri the date of acceptance of the deliverables or fi�om tlie date of acceptance of any replacement deliverahles, If dua•ing tl�e �varranty period, oue or more of the above �varratities are breached, tl�e Contractor shall promptly upon receipt of demand either repair the non-conforming detiverables, or replace the nan-confoiming deliverables with fiilly confoi�ning deliverables, at the City's option and at no additional cost to t�e City, All costs incidsntal to such repair or replacement, including biit not limited to, any packaging and shipping eosts shall be boi�ne exclusively by tlie Contcacto�•. The City shall endeavor to give the Contractor written notice of tile breach of �va;7•anty �vi#hin thirty (30) calet�dar days of discovery of the . breach of tivajY�anty, 6ut failure to give tiinely notice shall not iinpair the City's rights under this section. D. If tiie Contractor is unable ox• umviiling to ►•epair ot� �•eplace defective oi• non-eonforming deliverables as i•eqEiired by tlie City, then in addition to any othez• available k�ert�edy, the City may ��ecluce the quantity of deliverables it may be required to piu�ciiase undez• tlae Conti•act feoxn the Cont��actor, and purchase eonfoiming deliverables fiom other sources. Jn such event, the Cantractor shall pay #o #he City upon demand ihe increased cost, if auy, incm•red by the City Eo procure such cleliverables fi•om anotker source. E. If tlie Contractor is not tI�e mam�facturer, and the de�i�verables are co�vered by a sepa�•ate manufacturer's warranty, tlie ConhacYor shall transfer and assign such manufactut•et•'s warranty to the City. If for any z•eason the mauufacturer's �vazmanty cannot be fully transferred to the City, the Contractor shall assist anct coopert•ate �vith tlie City to the fullest exteixt to enforce stech m�uufaoturer's warranty for the benefit of th� City. _ 22, WARRANTY � S�RVIC�S; The Gontractor �varrants and represents that all services to be provided the City undee the Contract �vill be fulty anci timely performed in a good and �vorkmanlike manuer in accorc�ance �vitt� gene�•a3ly accepted industc•y standards and practices, the teirns, conditions, and covenants of the Coutract, and ali applicable Federal, State and local laws, rutes or regt�latio�is. A, The Cont��actor may not limit, eacclude or disclaim the foragoing �vananty or any wan'anty implied by ia�v, anci any attetnpt to do so shall be �vitl�out force or effect. B. Unless otherwise specified in the Cont�act, the warranty period shall be at �east one year fram tha Acceptance Date. If ditring the �varrat�ty period, one or more of the �bove �va�ranties are b�'eaclied, the Contrac#or shall promptly upon receipt oi demand perfoim the se��vices again in aceo�•dance tivith above standard at no additional cost to the City. All costs incidental to si�ch additional performance shalt be borne by the Contractor. The City shall endeavo�� to give the Cont�•acfor written notice af the breach of tivairaniy �vithin thirty (30} calendar d�tys of diseoveiy of the breach �vailanry, but fa�Iure to give timely notice shall not itnpau tl�e Ciiy's rights under this section, C. If the Contractor is unable or uiitivilling to perform its services in accordatice with the above standard as j•eqan•ed by the City, then in addition to any other available remedy, the City may reduce tfie a�nount of seivices it may be requu•ed #o purehase i�nder the Conh•act fram the Contractor, and purchase conforming se�tiices fi�om other sources. In stich ev�nt, the Cont�•actor shall pay to the Ciiy upan demand the inereased cost, if any, inc��t�•ed by the City to procure sttch services from another source. 23. ACC�PTANCE O�' INCOiV�LETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or remot�al and replacamant of defective or non-conforming deli�verables, the City prefers to aceept it, the City may do so. The Contractor shall pay all alai�ns, costs, losses and c�a�nages att��ibutable to the City's evaluatfon of and de#ermination to accept such defective or non-confo��ning deliverables. If any such aeceptauce occurs �rior to final payment, tlze City anay deduct such amounts as are necess�y to compensate the City for the diminished vah�e of the defective or non- confoxming deliverables. If the acceptance accut�s after �nal payment, such amount will be refiinded to ti�e Gity by tl�e Contracto�•. 24. RIGHT TO ASSURANCE: Whenevei• one party to the Contract in good faith has reason to question tl�.e other party's intent to perform, detnand may 6e rnade to the other party for tivritten assurance of the intent to perform. In the event that no assurance is given within the time specified after deinand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP W4RK NOTZCE: `�'Ite City may issue an immediate Stop Woi�k Noiice in the event the Contractoc is observed pei�formiug in a mani�er that is in vioiatian of Federal, State, or locat guidelines, or in a mann�r that is da#ermined by the City to be unsafe fo eitlter lifa or property, Upon notifieation, tl�e Contr�ctor �vill cease all �vork u�rtil noti�eci i�y tlie City that the vioiation or i�nsafe coi�dition has been corrected. The. Cont�•actor shall be liable for all costs incnrred by Yhe City as a result of the issuance of s�icli Stop Workl3otice. 26. DEFAULT; The Coi�tractor shall be i�2 default imder the Confi'act if the Contractor {a) fails to fully, timely and faithfi�liy pei%im any of its material obligations under the Contract, (b} fails #o provide adequate asst�rance of performance i�nder Paragi•aph 24, (c) becomes insolvent or seeks �•elief under the bankr•uptcy Ia�vs of the United States or (d) makas a mateitial misrepresentation in Cont��actor's Offer, or in any report o�• deliverable requit•ed to be submitted by the Contractor to the City, 2'7, TERNiIN�iTION FOR CAUSE: In the event of a default by the Contractor, the City shall have tl�e �•ight ta terininate the Contract for cal�se, by written notice effective ten (10) calendar days, unless otheitivise specified, after the date of suci� nQtice, unless the Cont�'actor, -cvithin stich ten {10) day period, cures such default, or pi•ovides evidence suf€icient to prove ta the City's reasonabte satisfaction that such default daes not, in fact, exist. In addition ta any other remedy availa6le tinder Iaw or in eqnity, ihe City shall be entitted to recover all act�;al damages, costs, Iosses and eYpenses, incur�ed by the City as a iesi3lt of the Conteactor's default, including, �vithout limitation, cost of cover, reasonable attorneys' fees, cou��t costs, and prejudgment and post judgment interest at the ma.�imum Iawful rate. Additionally, in the event of a default by the Contracto�•, the City may rernove tlie Cont��actor £com tl�.e Ciiy's vendor lisi fof• tliree (3) yeacs and any Offe�• suUmitted by the Confia•actor may be disquali�ed for up to three (3) years. AII rights and remedies uader the Contract are cumulative and a�•e not exchisive of any other ��iglit or remedy provided by larv. 28. TERArIINATION WTTHOUT CA.USE: The City shail have ihe right to ter�ninate the Con#ract, in . ti�+l�ole or in pa��t, tivithout cause any time upoix thirly (3�) ealeiidar days' p�•iok• �vritten notice. Upoti t�eceipt of a notice of #er�nination, the Contractor shail promptly cease a11 further �voi•k pursuant to the Contract, �vitli sucli exceptians, i£ any, specifed in the notice of termination. The Ciiy shail pay tlie Contractot•, to the eYtent of fiinds Appropriated ox� otl�er��vise legally availat�le for such purposes, for all goods delivered and services perfoitined and obligations incurred prior to the date of termination in accordance with ihe terms hereof. 29. I'RAUD: Fraudulent statements by the Contractor on any Offer or in any re�oit ar deliverable required to be submitted by the Contractor to the City s1�a11 be g�•ounds for fhe termination of the Contract for cai�se by the City and may resutt in legaE action. 30. DELAYS: A. The City may delay scheduled deliveiy or other due dates by �vritten notice to the Contractor if the City deeins it is in its best interest. Tf such delay causes a�i increase in the cost of the �vork under the Confract, the Ci#y and the Contractor sha}1 negotiate an equitahle adjustment foi• costs incucred by the Contractor uz the Contract p�•ice and execute an amendrneut to the Contract. 'The Coi�t��actor must asse��t its right to an adjustment within thi��ty (30) calendar days fi�o�n the da#e of receipt of the notice of delay. �'aiture ta agree on any adjusted price shall be handled under the Dispute Resolution pracess speciiied in pac•agraph �9. Hojvevet•, nothing in this provision shall excuse ti�e Contraetor from delaying the c�eliveiy as nofified, B. Neither party shall be liable for any default or delay in the perfoirnance of its ob�igations under this Contract if, �vhile and to the extent such default or delay is caiesed by acts of God, fv�e, riots, civil commotion, l�bor dist•uptions, sabotage, sove��eign conduct, o�• any other cause beyond the reasonable control of s��cii Party. In tlae event of dafault or delay in contract pez•farmance due to any of the foregoing causes, then the tirne for completion o#'the se2�vices �vill be extended; provided, ho�vever, in such an event, a conference tivill be held within tht•ee (3) b�ksiness c�ays to establisit a mutually agreeabie pei�iad of time reasonably necessaz�y to overcome the efFect o� such �'ailure to pe�•foim. 31. INDE117NITY; A. De�nitions; i. "Tndemnified Claims" shall inelude any and all claitns, demands, suits, causes of action, j�idgments and liabiiity of eveiy character, type or description, including all reasonable costs and � expenses of litigation, mecfiation or other alternate dispirte resotution mechanism, including atTo�ney and ather professional fees foi: (1) damage to or loss of the pro�erty of any person (incluciing, but not li�nited to ihe City, the Contractor, t�teii• respective agents, officers, employees ar�d sitbcoiihactors; the officers, agents, and employees of sucii subcontractors; and �l�i�•d pa��ties); and/or {2) death, bodily injuiy, illness, disease, �vorke�•'s compensation, loss of se�•vices, 03• loss of income o�• wages to any pe�•son {inchiding bnt not limited to ihe agents, officers and employees of the Ciry, the Contractor, the Coniractor's subcontractors, and thu•d parties), ii. "Fault" shall include the sale of defective or non-confot�ning deliverables, negligence, `villful misconduct or a breach oiany legally imposed strict liability standard. B. TH� C4NTRACTOR SHALL DEFEND (AT THE OPTION �F THE CITi�, INDEMNICX, AND AOLD TH� CITY, IT5 SUCCESS�RS, ASSIGNS, OFFICERS, EMPLOYEES AND ��,�CT�D OFI+'ICIALS HARi1�ILESS FROM AND AGAINST ALL INDEMNlI4IED CLAIMS DIR�CTLY ARYS7NG QUT OF, 7NCYDENT TO, CONCERNING OR RESULTING FROM T� FAULT OF TH� CONTRACTOR, OR THE CONTRACTOR'S AGENTS, E1V�LOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF TAE CONTRACTOR'S OBLI�ATIONS UNAER TH� CONTRACT. N'4THING HEREIN �HALL BE DEEMED TO LIlVIIT THE RIGHTS OF TH� CITY �R THE CONTRACTOR (IlVCLUDING, BUT NOT LINIIT�D TO, TH� RIGHT �`O S��K COI�fTRIBUTZON) AGAINST ANY THIl2ll PARTY WHO MAY BE LIABL� TOR AN YPiD�117NII+'TED CLATM. 32. INS[JkANCE: The following insurance requirements ace appticable, in addition to the specific insurance requirements detailed in ,Attacl�ment A. The successfill ficrn shall procure and inaintain insurance of the types and in the minimum amounts acceptable ta the City of Denton. 'I'he i»surance shall be �vritten by a compa�iy licensed to do bt�siiiess in the State of TeYas and satisfactory to the City of Denton. A. General Requirements: i. The Co��tractor shall at a minimum carzy insarance in tlae types a►�d amounts indicated aixd � agreed to, as submitted to the City and appi•oved by the City within tlle procu�•ement process, for the duration af fhe Ca��hact, including extension optians and hold aver periods, and during any warranry period. iz. The Contractor shall p�•ovide Cea�tificates of Insurance �vith the coverage's and endorsements requit�ed to the City as verification oi coverage prior to eont�act exeeution and within fourteen (14) calendax days after writfen request fro�n the City, Failure to provide the required Certificate of Insura�ice may subject the Offerta disquali£'tcation fi•om conside��atio�� foz• a�vard. The Contractor mtist also for�v�rd a Cet�tificate of Insuz•ance to the City �vhenever a p��eviously identified policy period has expired, or an extension option or hold over period is exercised, as verification of cantin��ing eove�•age. iii. The Contractor shall not commence �vnrk until the rec�uired i�isurance is obtained aiid until si�ch insu�'ance has been revieweci by the City. Approval of insurance by the Gity shall not relieve or decrease the liability af the Cont�actoi� hereunder and shall not 6e construed to be a limitation of liabilaty on �the part of the Contractor, iv. The Contracto�• inust submit certi�cates of insurance to the City frn• all subcontractors prior to the subcor�t��actors commencing work on the p�•olect. v. The Contractoi•'s and all subcont�•actors' insurance coverage st�a11 be �vritten by coinpai�ies licensed to do business in the State ofTexas at the time the policies az�e issued and shall be written by companies with A.M. Best ratings oi A- VII o�• better. The City will accept �voz•kers' compensafion coverage written by the Texas Workers' Compansatioii Insurance Fund. vi. All endorsemeiiis naming tlie Ciiy as additional insured, waivers, and notices of cancellation endorsements as tiveIl as the Cei�tificate of Insurance shall contain the solicit�tion number and the follo�,ving infoZ�nation; Ciry of Denton Materials IVlanagement Department 9�1B TeYas Street De�iton, Texas 76209 vii. Tl;� "other" insurance clai�se shall not apply to the City where the City is an additional ins��red shown on any policy, It is intended that policies i�quu�ed in the Contract, covering both the City and Che Conti•actor, shall be considered primaiy coverage as applica6te. viii,lf insu;•ance policies are not �vritten for ainounts agreed to with the City, the Coutraetor shali caily Umbrella or Excess Liability Insui�ance for any differences in ama«nts specifiad. If Exeess Liabiiity Insi�rance is provided, if shall follow the foi�n of the primaiy coverage. ix, The City shail be entitfed, itpon request, at an agreed npon location, and �vitl�out espense, to ��eview ce��tified copzes of policies and endorsements thereta and may make any reasonable reqt►ests for deletion or revision or modification of particular policy terms, conditions, limitations, or eYClusians eYCept where policy provisions are established by la�v or regitlations binding t�pon either of ihe parties hereto oz• tlie ur►derweiter on any s�cl� policies. �. The City �'esetves the right to revie�v tlie insurance requireinents set forth duruig ihe effeetive period of the Contract and to make reasonab�e adjustments to insurance coverage, limits, and e�el�tsions �vlxen deemed necessazy and prudent by the City based upoi� changes in statutory la�v, cou�t decisions, the claims history of the indusi�y or iinancial condition of the insiu•ance company as �vell as ihe Contra.ctor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract oc as requi�•ed in tl�e Contract. xii. The Contcactor shall be z�esponsible foi• premiitnas, deductihles and self-insuredretentions, if any, stated in policies. Alt deductibles or self-insured �•etentions shall be disclosed on the Cei�tificate of Insurance, xiii, The Contractor shall endea�or to provide the City thirty {30) calendar days' written notice. of erosion of the aggregate limits below occurrence limits for all applicabie coverage's indicateci �vithin ihe Contract. � xiv. The insu�•ance eoverage's spe�ified in �vitliin the solicitation and requirements ara required minimums and are not it�tended to limit the responsibility or liabilify of the Cont��aetor. B. Speci�c Cove�•age Requireinents: Specifie insurance rec�ui�•ements are contained in the solicitation instrument. 33. CLATI�S: Ii any claim, demand, suit, or othei• action is asseited against the Contractor �vhich arises under or concexns the Conhact, or which could have a material adverse affect on"the Co�rtractor's abilify to perform thereunder, ihe Contractai• sltall give �vritten notice thereof to the City within ten ( i 0) calendar days a#�er receipt of notice by the Contractor. Such notice #o the City shall stata the date of noti�cation of any such claim, demand, s�iit, or other action; the names and addresses of the claunant{s); the basis theceof; and the name of each pet�son against wliom stich claim is being assei�ted. Such notice shall be dalivereei personalIy or by mail artd shall be sent to the City and to the De��ton City Aitorney. Personal deiiveiy to the City Attorney shall be to City Hall, 21 S East McKinney St��eet, Denton, Texas 76201. 3�1. NOTICES: Unless othet•wise specified, a11 notices, reqtiests, or othet• communications required or appropriate to be given ander tha Contract sl�all be in w��iting and shall �ie deemed delive�•ed three (3) b�isiness days after postmarked if sent by U.S. Postal Service Cei�tifiec# or Registeeed Mail, �etu�n Receipt Requested. Notices delivered by other means sha�l be deemed delivered upon receipt 6y the addressee, Routine communications may be made by �rst elass mail, telefa.c, or otiier commereially aceepted m�eans. Notices to the Contractor shall be sent to tlie add�ess specified in the Contractor's Offer, or at such other address as a party may notify the othei• in �vriting. Notices to the Ciiy shall be addressed to the City at 901 B Texas Street, Denton, TeYas '16209 and rna��ked ta the attention of the Manager of Materiais Management. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: Alt material submitted by tlie Contractor to the City shall become property oi the City upon receipt. Any poi�tions of such material claimed by the Contractor to be proprieta�y must be clearty marked as sueh. Determination of the public nature of the material is subject ta tlie Texas Pz�blic Infonnation Act, Chapter 552, and Tesas Goveimmet�t Code. 3b. N� WARRANTY BY CITY AGAINST YNFR7NGEM�NTS; The Cont�•actor i�epa•esents and �vai•rants to the City that: (i) the Contractor shall prov�de the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Conkractor in accai�dance tivith the specif'ications in the Contract will not infi�inge, dii•ectly or contributorily, any patent, h•ademark, copyright, trade secre#, or any other intellech�al property right of a�iy kind of any third party; that no claims have been made by any person or entity �vith respect to the otivne�•sliip or operation of the deliverables and the Contcactor does nat kno�v of any valid basis for any suoh claims. The Corztractor sha11, at its sole espense, de#'end, indemnify, and hold tlie Ciry hai�nless fi•om and against all liabiiity, damages, and costs {including cou��t costs and reasonable fees of attor��eys ai�d otlier pa•ofessionals) a��ising out of o�• resi�lting fi•om; (i) any claim that the City°s e�ercise any�vhere iu tha tivorld of the rights associated witla the City's' o�vnership, and if applicable, license rights, and its use of the deiiverables iniringes the intellectual p��operty rights af any t�iird �arty; or (ii) the Coi�tcacto�•'s b�•each of any af Contractor's represei�tations or �vai7•anties stated in this Contract. Tn the event of any siich claun, tlie City shalt have the right to monitor sitch claiin or at iis option engage its own separa#e eounsel to act as co-couusel on the Gity's behalf. Furthai•, Canh•actor agc•ees that tl�e City's specifieations regarding the delivei•abtes shall in no tiva� diminish Cont�•actor's warranties or obligations imder this paragraph and tlie City makes no �varranry that the production, cfevelopment, or deliveiy of such deliverables �vill not impact such wareanties of Coi�tractoi•, 37. CONFIDENTTALITY; In arder to provide the delivai�ables to the City, Contractor may reyuire access #o cet�tain of tlae City's andlor its aicensors' confidential infortnation (including inventions, employee information, tcade secrets, confidential knotiwhotiv, eonfidential business information, and other infoi�nation whieh tlie City o�� its licensocs conside�• con�dential) (colLectiveLy, "Confidenfial Infor�natian"). Contractor acknotvledges and agrees that the Gonfider►tial Infoi7nation is the vali�able property af #he City and/or its licensoa•s atid any unai�tl�orized use, disclosi�re, disseininaYian, or other �•elease of the Con�'idential InfoFination �vill substantiaily injure the City anc�for its licenso�•s. Tlie Contractor (including its ernployees, subconti�actors,.agents, or repz•esentatives) �grees t��at it �vitl maintain the Confidential Infoxmation in strict co��iidence and shall not disclose, disseminate, copy, divulge, recreate, or otlier�vise use the Confidentiai Infairnation �vithout the prior �vritten consent of the Ciiy or in a manner not e.cpressly permitted under this Agreement, tmless the Confidential Infarmation is reqiiired to be disclosed 6y laLV or an o�•de�� of any couct or ot3ier goveinmental a�rthority lvith praper jut�isdietion, provided the Contractar prom�fFy notifies the City before disclosing such infozmation sa as to petynit the City reasonable tune to seek an appropriate pratective order. The Conh•actor agrees to use p;•otective ineasnres no less stringent than the Cont�'actot• uses wifhin its oivn business to pz•otect its own most valuable info�•rnation, which protectxve measures shall under alI circumstances be at least reasoaable measures to ensure the continued con�deixtiality of tlte Confidential Information. 3 S. OWNERSHIP AND US� OF DELIV�RABLES: The City shall o�vr� atl rights, titles, anc� inte�•ests througfzoutthe tivorld in and to the deiiverabies. � A, Patents, As to any patentable subject matter contained in the deliverabies, the Cont�actor agiees ta disclose such patentable subject matter to the City. F�n-thei•, if iequested by the City, the Contractor agrees to assign and, if necessary, causa each of its employees #o assign the entire i�ight, title, a�zd interest to specifc inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessaiy, cause each of its employees to eYecute, acknosvledge, and deliver an assignment o£ letters patent, in a form to be reasonably approved by the City, to the City upon requesi by the Ciry, B. Capyrights, As to any deliverftbles containing capyrightabie snbject matter, the ContrACtor agrees that upon their creation, such delivez�ables shall be considered as ivork made-for-hire by the Confraetor for the Ciry and the City shall otivn ail eopyrights in and to such deliverables, pravided hotivever, t�iat notliing in this Paragraph 38 shall negate the City's sole or joint a�vnership of any si�ch deliverables arising 6y vu�tue of the City's sole or joint authorship of such deliverables. Should by o�eration of law, such deliverables not be considered warks rnade-for-hire, the Contractor hereby assigns to the City (and agrees io cause each of its employees providing services ta the City hereunder to execute, ackno�vledge, and delivec an assignment to the City o fl all world�vide a•ight, title, and interest in and to such delivei•ables. With respect fo such work �nade-fo3�-hire, the Contractor agrees to esecute, acknowledge, and delive�• and cause each of its etnployees pt�oviding services to the City iiez•eundea• to exeoute, acknawtedge, and deiive�• a work- �nade-foi=hire agreement, iu a fonn to be reasonably approved by the City, to the City upon deliveiy of such deliverabies to ti�e City or at such othez• time as the City may �•equest. C. Additioi�al Assignments. The Contraotor further agt•ees to, and if applicable, caiise eacla of its employees to, esecute, acknowledge, and deliver all applications, specifications, oatl�s, assigiiments, aad all other instruments �v}�ich #he Ciry �night reasonably dee[n neeessary in o�•der to apply for �aid obtaiu copyt•ight protection, nnask `vork regish�ation, t►•ademark registration and/or p�•otection, let�ers patent, or any simila�• rights in any and atl cottntries and in arder to assign and convey to the City, its successors, assigns and nominees, the sole and eYCltizsive right, title, and inte�•est in and to tl�e del�ve�•abies. The Cont►•actor's obligations to execute, acknowledge, attd deliver (or cause to be executed, acknowledged, and delivei�ed) instruments or papers such as those desci•ibed in this Paragraph 3 S a., b., and a shall continue after tiie termi�iation ofthis Contraet tivith respect to such delive��ables. In the event tl�e Ciiy should not seak to obtain copyright protection, mask �vork regist��ation or patent pi�otection for any of the deliverables, but sliould desiee to keep tlie same secret, the ConU•actor agrees to teeai ilie same as Confidentiai Information undea• the terros of Paragraph 37 abo�ve. 39. PUBLICATIONS: All published 2nate�ial and �vcitten reporis submitted under the Contract must be oatiginally developed �naterial imless othei�vise specificaily pravided in the Cantract. When mAterial not originally deve2o�ed is included in a report in any foi7n, the sou�•ce shall be idenfified, 40, ADVCRTXSING: The Contracto►• shali nat advex'tise or ptiblish, without the City's p��ior eonsent, the faet tl�at the Gity has entered into the Cozltract, except to the e�tent reqt�ired by la�v. 41, NO CONTINGENT FEES: The Contractor warrants that no person or selling agency Iias been employed oi• retained to solicit or secure ihe Cont�•act upon any agreement or understanding for com��ission, percentage, brokerage, or contingent fee, exeepting bona fide employees of boixa iide establis�ied commercial or selling agei�cies mainiained by the Contractor far the purpose of secm•ing business. For breach ai• vio�ation of this warranty, the City shall have the �•ight, in adcEition to any other remedy available, to cancel the Conteact without 3iability and to deduct fi•om any amaunts owed to tl�e Contractor, or othei7�ise recover, the fult amount of such comtnission, percentage, brokerage or coiitingent fee. 42. GRATUITTES: The City may, by �vritten natice to the Contracto�•, cancel the Contract without liabiIity if it is determined by the City that gratuities �vere offered or given by the Coniractor o�• any agent or i�epresentative of the Caiitcactor to any office�• o�• employee of the City of Denton with a view towa2�d securing the Conh•act or securing favo�•able t�•eatment with �•espect to the azvarding or amendi�g or the making of any determinations with respect to the performing of such contract. I�i the event the Contraet is cauceled by the City pu►suant to this pz•ovision, tl�e City shall be entitled, in addition to any oiher rights auci retnedies, to recovec or w�thhold the amou�rt of the cost incuz�•ed by the Conh•acto�• in providing si�ch gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CUNTRA,CTS: No officer, employee, independent cousultant, or elected official of the Ciry ivho is involvec3 in the development, evaluation, or decision-making process of the performance of any solicitation shall have ��nancial interest, direct or indi�ect, in the Contract ��esulting fi�om that solicitation. Any �villfi�l violatiou of this section sl�all - canstitute impropriety in of£ice, and any o€ficer o�• employee guilty thereof shall be subject to disciplinaiy action up to and including disinissal. Any violation of this provisioia, �vith the kno�vledge, expressed az- implied, of the Cont��aetor shall render the Coiati�aet voidable by the City. The Contractor shall complete and s�ibmit ihe Ciry's Conflict of Interest Questiomiaire (Attachmerrt B}. 44. INDEPENDENT CONTRACTOR: The Contract shall.not be coas#►•i�ed as creating an employer/employee relationship, a partnership, or a joiut venture. The Contractor's services shall be those af an i�icfependent contraetor. The Contractor agrees and understands that the Contcaet does not grant any �•ights or p��ivileges es#ablished for employees of the City of Denton, Tesas for the purposes of income tax, witl�holding, social secu��ity taxes, vacation or sick leave benefits, worker's compensation, or any othe►• City einployee benefit. The City shall not have s�ipeiwision and control of the Contractor or any einptoyee of the Contractoc, and it is expressly understood that Contractor shall pei%rm the seiwices he�•eunder according to the attached specifications at the general d'u�ection of th� City Manager of'tlie City of De��ton, Texas, or his desigaee unde�• this ag�•eement. � 45. ASSIGNYIENT-bELEGATION; The Contract sh�ll be binding upon a��d ensure io the benefit of fiie City and the Contractor and tlieir respective successois and assigns, provided ho�vevar, that no right oi• interest in the Contract shall be assigned and no obligation shall be delsgated by tl�e Contractor witI�out tl�e prior written consent of the City, Any at�e��pted assignment or delegation by tlie Contractor shall be void unless made in confoa�mity ivitl� this paragraph. The Contt•act is not intended to confer rights or benefits on any person, fii7n or entity not a parky hereto; it being tlZe intention of tlle parties that there are no third party benefieiaries to tlie Contract. 46, WAIVER: No elaim or riglit arising out of a breach oF the Conti�act can be discharged iix �vhole or in part by a wa�ver or renunciation of the clairn or right untess the waivei• or renunciation is s��pported by consideration and is in writing signed by tha aggrieved pacty. No rvaiver hy eitlter the Co�itractor or the Ciry of any one or more events of default by the other pa��ty shaIl operata as, or be construed to be, a permanent waiver af any rights or obligations under the Contract, or an express or implied acceptance of any atlier existing oi• fiitu��e defattlt or defaults, ��vhether of a similac• or different cha��acter. 47. MODII'ICATIONS: The Contract can be madi�ed oe amended only by a writing signed by both parties, Np pre-printed or similar terms on any ihe Co��teactor iiivoice, orde�• or other document sha11 have airy force or effect to change tlie terms, co�venan#s, anc� eonditions o�f the Contract. 48. INTERPRETATION: The Contract is intended by the pari�es as a final, complete and exctusive statement flf the teims oftheir agreement. Na co�u•se of prior ciealing bei�veen ti�e pai�ties oz� cou��se of pe�•fot•mance or usage of the trade sliall be relevant to sitppiement or explain any term used i�� the Cont��act. Althougli the Contract may have been substanfiaily dra$ed by orie party, it is the ii�tent of the p�rties that alI pi�o�isions be consttl�ed in a manner to 6e fair to both pa��ties, reading no p�•ovisions more st�•ictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State o£Texas, is used in the Cont��act, the UCC definition shall cont�ol, unless othenvise defined in tl�e Conteact, 49, DISPUTE RESOLUTION: A, If a dispute acises out of o�• relates to the Conti�act, or the h��each therevf, the parties agree to negotiate prior to prosecufing a suit fo�• datnages. However, this section does tiot pt�ohibit the �ling of a la�vsi�it to to�l the �unning of a stahrte of Iimitations or to seek injunctive relief. Eiiher party may make a written request for a meeting behveen representa#ives of eaclt party �vithin fo��rteen (14} calendar days after receipt of the rec�uest or such latei• perioci as agceed by the pa�t'tes. Eacla party shall include, at a minimuin, one (1) senior level individual with decision-making authority rega►•ding the dispute. The pi►rpose of this and any subseqnent meeting is to attempt iii good faith to negotiate a resolution of the dispute. If, within thirty (30} calendar days aftec such meeting, the pat�ties have not succeeded in negotiating a resolution of the dispute, they �viil proceed directty to mediation as desc�•ibed below. Negoiiation may be waived by a written ag�•eement signed by both pa�#ies, in tivliicli event the pai�ties may proceed directly to mediation as desct�ibed i�elo�v. B. If the eifot�ts to resalve the dispute tlu•ough negotiation fail, o�• the pa��ties �vaive the negotiation p�•ocess, the parties may select, within thir[y {30) calenda�• days, a mediator tsained in mediation skiils to assist �vith resolntion of the dispute. Shoi�ld tliey choose this option; tlie City and the Cont��actoi• ag��ee to act in good faith in the selection of the mediator and to give consideration to quali�ed individuals nomi►�ated to act as tnediator. Nothing in ihe Cont�•act prevents the parties fi•om relying on the skills of a person �v�►o is h•ained in the subject mat�er of the dispute oc� a conh�act interpretation expei�t. If the pat�ties fail to agree on a n�ediator zvitliiii thu�ty (30) ealenc{ar days of initiation of the tnediation process, the mediator shall be selected by the Denton County Alteinativa Dispnte Resolution Progra�n (DCAP). The pa��ties agree to pai�ticipate in mediation in good faith for up to thirty (30) calenda�• c�ays feom tlie date of the first �nediation session. The City and the Conri•actor wili share the mediator's fees equally and the pa��ties �vill bear their o�vn costs of pa��ticipation such as fees for any consultan�s or attorneys ti�ey may utilize to represent them or oiheitivise assist thein in the mediation. 50. JiTR_ISDICTION AND VENUE: The Contraot is mRde under ancE shall be governed by tl�e la�vs of the State of Texas, incluciing, ivhen applicable, the T.�nifoim Cominercial Code as adopted in Texas, V.T.C,A., Bus. & Comm. Gode, Chaptei• l, excluding any rule or principle that would refer to and app4y the substanti�e la�v of anothe�• state or jui•isdiction. Ali iss�ies arising from this Contract shall be resoived in the cou�-ts ofDenton CoE�nty, Texas and the parties agree ta sul�mit to the e.�ctusive perso�al jurisdiction of sucli courts. The fo�•egoing, howeve��, shall not be construed or inteipreted to limit or restrict t1�e right or a6ility of tha City to seek and seciEa•e injunctive i•elief fi•om any competent anthority as contemplated herein. S1. INVALIDITY: The invatidity, illegality, or unenforceability of a►�y pf�ovision of the Conh•act shal] in no �vay affect the validity or enforceability of any other �ot�tion or provisioix of #he Conta•act. Any voi� pravision shall be dee�ned severed fi�am the Canti•act and the balance of the Contract shall be colist�•ued and enfoi�ced as if the Cont��act did nat contain the paitiaular portion or provision heid to ba void. The parties fui�ther agree to reform the Contract to �•eplace any strioken p�•ovision with a valid provision that comes as ciose as possible to tha intent of the stricken provisian. The pi•ovisioi�s of t�iis section shali not prevent this entue Contract fcoin being void should a provision whieh is the essence of the Contract be determined to be void. 52. 730LIDAYS: The follo�ving holidays are obseived by ti�e City: New Year's Day (observed} MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day A�er Thanksgiving Christmas Eve (obseived) Christmas Day (observed} Ne�v Year's Day (abse�ved) If a Legal Holiday falls on STturday, it �vill be obseived on the preceding Fi�iday. If a Legal Holiday falls on S�tnday, it will ba ohserved on the follotiving Monday. Normal hou�•s of apei�ation shall be behveen 8:OQ am and 4:00 pm, Monday through Friday, excluding City of Dentou Holidays, Any scheduled clelivei•ies or �vork performanee not �vithin the normaI hours of operation anast be appt•ovecl by the Ciry Manager of Denton, Texas or his authorizeci designee. 53. SURVIVABII,ITY OF OBLIGATIONS: Atl provisious of the Contract tliat i►npase continuing obIigations on the parties, inchiding but not limited to the tivarranty, uidemnity, and confidentiality ohligations of tlie pai�ties, shall suivive the expiration o►� termination of tlie Contract. 54, NON�SUSPENSION 012 DEBARNI�1vT CERTIFICATIOI�I: The City of Denton is prohibifed fi•om contracting tivith or maktng prime or sub-a�va��ds to pai�ties that are suspencied or debai7�ed fl�• �vhose principais are suspended or debarred fi�om Federal, State, or City of Dentoii Contracts, By accepting a Conh�act with the City, the Vendor ce��tifies that its �irm and its principals are �iot currently suspended or debai��ed fi�om doing bttsiness �vith the Federal Governinent, as indicated by the General Services Administration List of Pai�ties EYChided fi�om Federal Prociuement and Non-P�•actu•ement Programs, the State of Tesas, or the City of Denton. SS. �QUAL O�PORTUNITY A. �qnal Employ�nen�t Opporftniity: No 4fferor, oc Offerar's agent, shall engage in any discriminatory employment pcactice. Na pei•son shall, on the grounds of race, se�c, age, disability, creed, color, genetic testing, or ��ational origi��, be refused the bene%ts of, or be othenvise subjected to discri�nination iuid�r any activities resulting frotn this RFQ. B. Americans with Disabilities Act {ADA) Compliance: No Offeror, or Offeror's agent, sha11 engage in any discrimina#oFy employmant practice agaiiast i�idividuais �vith disabilities as defined in the ADA. 5b. BYTY AMERICAN ACT-SUPPLIES (A��licable to certaiu federally fi�nded requirremen#s) The following federally funded requireuients are applicable, in adciition to the specific fede��alIy funded requirements c�etailed in Attac�ment C. A. De�nitions. As used ir� thrs paragraph -- i. "Coinponent" means an article, material, or su�ply incorporated directly into an end produot. ii, "Cost of components" means - _ (1) For componenEs parchased by the Coniractor, die acqi�isition cost, incli�ding transportation costs to the place of inco�•poratioi� into the end pioduct (ivhether or not such costs are paicl to a domestic fi��m), anci any applicable duiy {�vhether or not a duty�fi•ee enhy certificate is issued); or (2) For components manufach�red by #he CanU•ac#or, all costs associated Zvith the manufacture of the cornponent, including ri•anspol•tation costs as described in paragraph {1) of this definition, plus allocable overhead costs, b��t eYCluding pro�t. Cost of components does not inelude any eosts assoeiated with the manufacture of the end �rodeict. iii, "Doinestic�end product" means- (1} An unmanufactured end product mined or produced in the United States; o�• (2) An end product manufactured in the United States, if the cost of its co�npot�ents initted, produced, or manufactured in tlie United States e:cceeds SO percent of the cost of all its components. Components of foreign ocigin of the same class or kind as those that the agency determi��as a€e not mineci, pA•oduced, or manufactured in sufficient and reasonably available commet•cial quantities of a satisfac#oiy quality are treated as domestic. Scrap gene►•ated, collected, and prepared for processing in the United States is consiciered domestic. iv. "End product" means tiiase artic�es, ma#erials, and suppiies fo be acquired ander the conU•act for plFblic use. v. "Foreign end product" means an end product ott�er than a domestic e;nd pa•aduct. vi. "United States" means tha 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. l0a - l�d) provides a preference for domsstic end products for supplies acquued for use in the United States. C. The Gity does not maintain a Iist of foreign ati•ticles that �vilI be #reated as domestic for �this Contract; but will consider for approval foreign a��ticles as do�nestic for tl�is product if tf�e articles at•e on a list approved by another Gov��nmental Agency. The Offeror shali submit doctttttentation �vit6 theu• Offer demonstrati�ig that ilie ai�ticle is on an appi�oved Governmental list. D. The Cont�•actor shail deliver only domestic enci proditcis except #o the extent that it s}�ecif'ied deiiveFy of foi�eign end p�•odncts in the p�•ovision of the Solicit�tion entitled "Buy American Act Cei�iiicafe". 57. ItIGH'T TO INFORMATYON: The City of Denton reserves the rigt�t to use any and all information presented in any respoi�se to this solicitation, �vhether ainended or not, except as prohibited by la1v. Seiection of rejeciion of tl�e submitial does not affectthis right, 58. LICENS� FEES OR TAX�S:1?�•ovided the solicitation requues an ativa�•ded co�iri•actoi' or sttpptier to be licensed by the State of Texas, a��y and all fees and taxes are tl�e responsibility of the respondent. 59. PR�VAILING WAG� RATES; The a�vac•tied confractor shall comply with p;�evailing ��age rates as defined by tl�e United States Depa��nent of Labof• Da�is-Bacon Wage Deteimination at http;/h�vw.dol.�ovhvhd/conti�acts/db►�a,htm and at the Wage Deteirninations website w�v«<.tivdol.gov foa• De�iton County, Texas (WD-2509). 60. CdMPLIANCE W�TH ALL STATE, FEDERAL, �NU LOCAL Y,AWS: The contractor or suppli�i• shalt comply ivith all State, Federal, and Local laws and �•equirements. The ResponcEent must comply �vitli all applicable lativs at all times, inckiding, s�itl�ai�t li�nitation, the following: (i} §3b.02 of the Tesas Penal Code, which prohibits bribety; (ii) §3G.09 of the Te�as Penal Code, �vhich prohibiis the offering or confei�•ing of bene£'its to pubiic se�vants, The Respondent sliall give ail notices and coinply �vith all la�vs and regulations applicable to fitrnishing aiid pea�formance of the Contract. 61. T�DERAL, STAT�, AND LOCAL REQiiII2EMENTS: Respondent shall demonstrate on-site compliance �vith the Federal Tas Reform Act of 198b, Section 17U6, flmending Section S30 of tlie Ravanue Act of of 1978, dealing with isstiance of �'orm W-2's to co��man la�v employees. Respondent is responsible for both federai and Staie i�nemployment insurance caverage and standard Workers' Compe��sation iusurance coverage. Respondent shall ensure compliance with �lt federai and State ta� la�vs and �,vitliltolding requi�•ements, The City of Denton shail not be Iiable to Respondent or its employees for any Unemployment or Wo��ke��s' Compensation coverage, ar federai or State jvithholding requirements. Contractor shalt indemnify the Ciry of Dento�� and shall pay all cpsts, penaifies, or l�sses res��lting from Respondent's omission or breach of this Section. 62. DRUG FItEE WO.RKPLAC�: The contractor shall comply �vith tiie applicable provisions of the Dr�tg-Free Work Place Act of 1988 (Publio Lativ 100-690, Title V, Subtitle D; 4i U,S.C. 741 ET SEQ.) and maintain a drug-fi�ee �vork environ�nent; and the finai rule, government-wide reqtiirements for drug- fi�ee rvork place (gran#s), issued by the O�ce of Management and Budget and the Department of Defense (32 CFR Pat�t 280, Subpai�t F) #o implement the provisions of the Drug-Free Wo��k Place Act of 1988 is incorporated by reference and the contrac#or sl�all comply �vith the t�elevant p��ovisions thereof, is�cluding any atnenctm��tts to the iinal rule fiiat may herea#ie3• be issued, b3: RESPONDENT LIABILITY F'QR llA1VTAG� TO GOVERNMENT PROPERTY; The Responclent shall be Iiable for ali damages to gavernme��t-owned, leased, or occupied p�operly and ec�iupinent caused by tIie Respondent and its employees, agents, subcontcactors, and suppliers, includ�iig any deliveiy or cal�tage eompany, in eonnectian with a�xy pe��£a�r.mance pursuant ta the Co�ttract. Tlie Respondent shall notify the City af Denton Procurement Managez• in tivriting of any such damage �vitliin one (1 } calendar day. 6�, �'ORC� MAJ�URE: The City of Denton, any Customer, and the Respondent shatl not be responsible for perfni7nance under the Coutraet sl�oulc� it be pre�ented from perfoimance by an act of �var, order of Iegal authority, aet of God, or nthe�• imavoidabie cause �iot attributabta to the fac�lt or negligence of the City of Denton. In the event of an occurrence uader ihis Seeiion, the Respondent will be excused fi•flm any fui�ther perforinance or obsezvaiice of the requirements so affected for as long as such circu�nstances pa•evai3 and the �tespondent continues to use eommercially reasonable effo��ts to recommence performance or observance tvhenever and to �vhatever extent possible tivithaut delay. The Respoi;dent shall immediately noiify the C�ty of Denton Procurement MAnagei� by teleptione (to be con�irraed in tivR•iting �vitl�in five (S) calendar c�ays of the ineeption af such occurre�ice) and describe at a reasonable level of detail the cis•cttinstances causing the non-performance a�� delay in performance. 65, NON WAIVER OF RIGHTS; Failtu�e of a Party to rec�uire pei�formance by another ParYy under the Contract will not affect the right of such Pariy to requua parfoi�mance in the fumre. Na delay, failure, or waiver of either Party's e:�ercise or pa►�tial e:�ercise of any rigl�t or reinedy unde�• the Coirtract shall operate to li�nit, impair, preclude, oancel, �vaive or otheitivise affect suvh right or remecly. A tivaiver by a P�i�ty of any breaoh o� a�ry tarm of the Contract �vill not be eoi;strued as a wazver of any continuing or succeeding breach. 66. NO WAIVER �F SOVEREIGN IMMUNITY: The Parties expressly ag��ee that no provision of the Contract is in any �vay intended to constitute a waiver by the City of Denton of any immiinities fi•om suit or from liability that ihe City of Danton may have by operation: of Iaw. 67,1tECORDS R�T�NTION: The Respondent shall retain afl financial records, supporting documents, statistical t•ecords, and any other records or books retatiug to the perfoirnances called for in the Cantt�act, The Respondent shall retain all sucif recoa•ds fot� a period of four (4) years after the expiration of the Coniract, or until the CPA or State Auditoi•'s Off'ice is satisfied that atl atzdit and litigation matters ara resolved, �vliichever period is longer, The R�spondent shall grairt access to all books, records and documents �ei�tinent to the Coniract to the CPA, tl�e State .A.uditor of Texas, �n.cf any federal govei�nmental entiiy that has authority to revie�v reco�•ds due to federal funds being spent under the Contract. ADDITIONA,L TERMS AND CONDITI�NS Co�itracY Tcrins The initial contract period is for one year beginning December 18th, 2412 (or date of awaxd) tlu•ough December 17th, 2Q13. At the e:cpixation of the initial coni�act period, ti�is contxact zrxay be t•enewed annual��, as detailed beiow, for up to fwo (2) one-year renewal options, or completian of the project. Se��vices uridertaken pursuant to this solicitation will be requued to comme�nce wi#hin fburteen (14) days of delive�y of a Notice to Proceed. The services shall be accomplished per the Scope of Work and Services as identified in Section III and tlae Pz•ocuz•ement Frocess and Procedures as ontIined in Section II. `�'k�e Contract shall commence upon the issuance of a Notica of Award by the City of Denton and shall autamatically ��enew each yeaz•, fi•o�a the date of award by City Council, unless ezt�er party notifies the other prior to the scheduled renewal date in accordance with the provision of the section titled "price adjustments", oF• the section{s) titled tei�nination. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a t�tal of six (6) months. Pricin� Firm Price Prieing and discotmts proposed is fii�n for the initial ane-yea�� period specified in the solicitation. Pa�ce decreases ar� a�lotived at any time. P�ice inereases shal! only be considered as stipulated balow in paragi�aph #5, "PRTCE ADJUSTMENTS". Price Decreases/Discount Licreases Contractors are required to immediately implenrzent any p�ice decrease or discount increase tk�at may become avaiiable, Tlie Cziy of Denton must be not�ed in tivriting for updating the cantract. Price Acliusfinents Prices negotiated fo�• this serviee must be fu7xi, �ox a periad of one year from date of contract awarc�. Any request for pitice increase must be baseci on the Consumer Price Index, Inflation Calculator, or camperitive wage adjustment and capped at S%, Request nnust be submitted in wFiting w�th suppo��i�g evidence for need of such increase to the Manager of Materials Management at least 120 days prior to Januaxy 1 st of each yea�•. Respondent must also provide supporting documantation as justification for the �•equest. Upon receipt a� such zequest, ihe City reserves the right to eithe�•: accept tl�e ascalation as campetitive with the general market price at the time, and becozne effective January lsr of the year the iequest is made or reject the increases within 30 calendar davs after receipt of a p�oper�y submitted re�i�est. If a prope��ly subtnitted inorease is rejected, the Contractor may request cancellation fi�om the Contract by gi�ing the Gity written notice. Cancellation will not go into effect for 15 calendar davs aftez� a detezrnination has been issued. Pre-price increase prices must be honored on purchase orders dated up to the ofFcial date of tl�e City appi•oval and/or cancellation. The request can be sent �y e-mail to: purchasin�(c�,cityofdenton.conl �x• z�aail tv: City of Denton Attn; Manager, Materials Management 901B Texas Street Denton, Te�as 76209 The City �•eserves the right to accept, raject, ar negotiate the proposed p�•ice changes. �Zi�hts to Data:Documents, and Computer Soft�vax•e {Governanent Entity OWnershiU) Any software, research, reports studies, data, photographs, negatives or other clocwnents, drawings or materials prepared by contractor in the pe�•formance of its obligatior�s under this cant�•act shall be the eYC�usxve pz•opekty of the City and all such matei�ials shall be delivered to tl�e City by #he contractar upon eornpletion, tarmination, or cancellation oi this contract. Contractor may, at its own eYpense, keep copies of all its writings for its personal files. Contractor shall not use, willingly allo�v, o� cause to have such ma#ex�ials used for a�y putpose ofher than the perfoi�nance of contractor's obligations undex this contx•act without the prior written consent of the City; provided, however, that contractor shall be allo�rred to use non-confzdent�al materiais for w�.�iting sazz�p�es ir� puxsuit of the wo�•k. The o�vnership rights descri8ed lierein shall include, bltt not be limited io, the right to copy, publish, display, transfer, prepaie derzvative wox•ks, or otherwise use the �vorks. Addin� New Products or Services to tlie Contract after Award Foliowing the Contraci award, ADDITIONAL services of the same general category that could have been encompassed in the award of tl�is contract, and #hat are not already on ti�e contract, may be added. A fo�•rnal written request may be sent to suecessfill Contractoi• to piovide a proposal on the additional services and shal� submi# �z•aposal to the City as instruc#ed, All submitted prices are subject to negotiation in accordance with Te�as Governmeni Code 2254. The City rnay accept or reject the p��oposal, and may issue a separate RFQ fox the sez•vices x•eqtiested, a£tez rejecting some, or ali, of the pro�osal, The services c�vezed under this provision shall conform to the statement af r,vork, specificatians, and rec�uirements as outlined in the request. Contract changes shall be mac�e in accordance with Local Government Code 252,048. PAYNIENT TO THE CITY �F D�NT�N: AII proposals shall speci�y tei7ns and conditions of paymeni, which rvill be cansidered as part of, but not control, ihe award of praposals. City i•evietiv, inspection, and processing of payments rende�ed tluo��gh this co�ttz•act, s�aall o��dinarily oceur within thirty (30) days after receipt o£ payment, Payments shall be sent dizectly #o the City of Denton Materials Mana�ement Depai�trment, Attn: Confract Administration, 901B Texas St�•eet, Denton, TX, 7G209. Tk�e Awarded Contractor shall make payment on completed orders within thi�.�ty {30) days after receipt of #he recycled commodities; unless unusual circumstances a�•ise. Payments ;uust be fuIIy documented as to materials, date, and quantity of materials, if aprlicable, and must refe�•ence the City of Deaton Contract Number 5022 in order to be processed. TAX EXEMPTION: The City qualifies for saies tax exemption putsuant to the provisions of Article 20.04 (F) of the Texas Limited Sales, Excise an�d Use TaY Act. Any Contractor performing �vork undet this contract for the City rnay pi�rchase materials and suppiies and rent or iease equipment sales tax fi•ee. This is accomplished by issuing exen�ption ce��ificates to supplie��s. Certiftcates must comply with State Comptroller's ruling #95-0.07 and #95-O.U9. IN5U�iA,NCE �tEQUIREMENTS AND WORKERS' COMPEiV5ENTATION REQCIIR�MENTS Res�ondetat's attention rs directed to the insu�•ance requi��ernents below.. It fs highly recornmended that respondents confer• �>>ith thert� respective insarr•ance carriers or� brokel•s ro detef�mine in ac�vance of Proposal/Brd sarbn�ission the avc�ilabiliiy of inst�rance certiftcates and endorsements as pr•escr�rbed and pr•ovided herein. 1'f an appar•ent Zotiv t-espondent fails to co�riply strictly �vith the insarj•nnce reqatirements, that responc�ent f»ay be disqualifred from ai��ar•d of the contract. Upon contt•act aivard, all insatrance ��e�tsirements shall become cont��actual obligations, lvhich ihe sttccessful contr�aetoi� shall have a darty to mcrintcrrn throirgho:rt the caicf•se of this contract. STANDARD PROVISIONS: Withoait limiting ��iy of tlte otlier obCigatiofas oi� liabilr.ties of tl2e Contrtrctor, fhe Cor:t��actor� shnll provitle rrnd n�aihtai�z ujTtiC tlie contr�ccled �vo�lr ltas been coy�apleterl «rttl acce��ed by fhe City, Owner•, fhe ►�rinimufri iftsut��c�:ce coverage rrs i►�dicated tie��eiriafler: As soon ns prrrcticable �cfter not�caf�on of coritract aivrrrd, Coftfrrrctor shall �Xe with fhe Prcrch�tsrr:g Depas�t�nent satisfireto�y eertifre�des of irrsur�rnce including any �rpplic�cble atldendretrt or e�t�o�semertts, contrtr.2ti�rg ihe contract �tu��iber anrC tiile of the projecl. Corttracto�� may, t�pon ivritte�i reqares! to tlte Pimcliaslttg Departtne�tt, nsk for cl��catiori of . any ir�sr�r�ance re jaeit�entents �rt r��ty tirite; ltowevef; Co��fractors a��e sb•origly �dvise�l to mrrke srcch rer�rrests pr�r.or to propost�l/bdrl ope�iirtg, since the ia:surance require�nen�s m�ry ttof Ge morlified o�� fv�rived Rfter pr•oposa//bid ope�ting a�nless a tivt�itte�t exceptio�¢ l:�rs Beerr srrbntrfted wiil� t/ie pf•oposaXlbirZ Co�itr•actor sltald not corst»te�ace any �var�k or deliver ar:y �nnte��ir�l untrl 1'te of� ske receives riotificn.tior: tltat tlte corZfr�rct hrts bee�: «ccepled, app��oved, ttnd sig�ted by the City. All i.nsur��tce pollcies proposed or abtnifred i�t saiisfnct�on of tliese reqa�rt�ements shr�ll co�itply tivtth fhe followirig gejaera! specrftctrtio�ts, artr! shrrll be rnaitiiai�ied iri co»rpliartce witl: tltese ge�eer�nl specrfic�trons dtroYrgltout tlie rlur�rlion of tlie Coritract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Te�ras •with an A,M, Best Cozxzpany �•ating of at least A- VIIA or better, Any c�eductibles or self insured retentions shall be declared in the proposal. If requested by the Czty, the insurar shall reciuce o�� eliminate such deductibles or self-insiired retentions tivith respect to the City, its officials, agents, employees and volunteers; or, the con#ractor shall procure a bond gaa�•anteeing payment of lasses and related investigations, claim admznistt�ation and defense expenses. Liability policies shall be endorsed to provide the follawing: ■ Name as Additional Insuz•sd #he City, its Officials, Agents, �r.nployees and volunteers. ■ That such insi�rance is primaxy to any othek• insurance available to the Additional Jnsured with respect to cla�ms covered under the policy and #hat tivs insurance applies separately to each insured against whom claim is made or suit is brough#, The inclusion of more tiian one insured shall nat operate to increase the insut•er's limit of liability. • Crrrrcellrrf�ori: City reqtrir�es 30 �Icry wr�tterx notice sltould any of tlte policies describe�l or: tlte certi�cate be caitcelled or �n2terially ciiangerl before flte e.rcpirtrtio�t date. • Should any of the required instu•ar�ce be provided iuider a claims made form, Contractar shall maintain such coverage continuously throughoui the #erm of this contract and, without Iapse, for a period of three years beyond #he contract expiratifln, such that occurrences arising d�.iring the contract term which give rise to claims rrzade afte�• expiration of the contract shali be covered. • Should any of the required insurance be provided under a farm of coverage that includes a general annual aggregate limit providing %r claims investigation or legal defense casts to be included in the general annual aggregate limit, the Contracto�� shail eith.er double the occurrence linnits or QbtAin Owners and Contractors Protective Lzability Insurance. • S�ou�d any required insurance la�se duiing tke conhact term, requests for payments axiginating aft�r such lapse shall not be processed until the City receives satisfactory evidenc� of ieinstated coverage as required by this contract, effective as of tbe lapse date. If insurat�ce is not xeinstated, City may, at its sole option, teirnir�ate this agreerr�e�t effective on the date of tl�e lapse. SPECIFIC ADDITIOII�AL INSURANC��REQUIREMEN'TS: All insarr�ttce policies proposed or• obtrti�ted i�t satrsftrctrort of tliis Corttract sltn7l tcclddtdo�tally cotrrply ivrtlr tlte following mrrr•ked specrfrcr�trons, and sltr�ll be rnaitrtarited in co�n�Ctaftce fvitli ffiese ndtlrtrorzt�l spec�ccctioyts tfrrorigltotrt tlie du��ation of the Confi��rct, or longer, if so noted: [X] A. General Liability Insurance: General Liabiiity insurance wiih combined single limits of not less than �1,000,000.00 shall be �z•ovided and maintained by the Contractor. The policy shall be w��itten on an occuri�nce basis eithe� in a single policy or in a comhination of undexlying and umbrella or excess policies. . If the Commercial Genaral Liability foim (ISO Form CG OOQ1 cuz7ent edition) is used: Coverage A shall inclnde premises, operations, products, a�nd completed operations, independez�t contractors, eontractual liability covering this contract an.d bxoad form property damage coverage. • Coverage B shall include personai injuxy. • Coverage C, medical payments, is not required. If the Comprehensiva General Liabitziy form (ISO Foi7n GL 0002 Ciuzent Edition and ISO Fo�7n GL O�Q4) is used, it shall include at Ieast: • Bodily injury and Property Damage Liability for premises, operations, products an.d completed operations, independent contractors and property da�rnage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (p��eferably by enc3orsement) cavering this contract, personal injuxy liabilzry and broad form prapei�ty damage liabiliiy. [X] Professioual LiRbility Insurance Professional lia�ility insurance with iimits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection wxt� professional services is required undet• this Agreement. �ontractor Business Information ��l.J� Prime Const�ltant and Gontact InformatEon, 3v1r. John 8aslo principal MEFtJ� 124 N. Church 5treet, Su(te 208 WesF Chesler, PA i938d P d�4.266ASd8 f no iax Jbosfo'amerjedesign.com l.egal Naane and Address (or tormal aoniracis: For cai�tracl purposes ifie le�ai entity ot ilie Prime Consupant is: Fourtd Design, LLC (d/t3/a ME#?JEj [3ata Gompany Siaried: i994 (Hlllier Archiieclura Graphfo pesl�n Studio) f 2W7 as MERJE Professional Service: GrapE�ic Design (no license required) Services OfFered: Wayllnding, Signage, Bra�idinc�, Landmarks and �xhibits Tota! NumEaer of �mgloyees: 5 Technical/ t-2 Suppor� Buslness Pariners/Servfaes: Nons Parent Companfes or Subsldlarles; MflRB Quantity of Communily Waytinding pragrams: 40+ Major Cl�ents: Downtown Pi�osnix Parinershlp Tampa Dolyntotivn Partt�ersl�ip San �leQo, Centra Gity pevelo�me�it Corp. 7aurlsm Wa11s Walla Cily of Sant� Cruz , CR cityof Mfam[ �each, Fl. Cifi( of AUS[i�t, TX 'i9 Mlami — Do�vntovrE� Oevelopmet�t AuEhoriEy (DDA} Oalfas nowntown fmprovement D€siriot �aysltevllle ConuenEio�� and Visilors Bureau �NCj City o# �reenvillv, NC Nor€h Carolii7a Yadkin Val[ey Herltage CorriQor Benlo�aville Convenlion and Ysilors Bureau Ciry of f}cala. FL �.ICENSING AND REG(STRAT1t�N The llel8 0( snvlrvnmental c�raphic t3estgn and specifical[y wayflndirt� does no1 require a specilic profession�l rer�istratlon or liosnse ta completa desir�ns, plann3rtg ar technical sic�rt drawings. Our te�m c�oes i�iclude Lee Engineering wtta wlil }�rovide Ihe necessary signed artd sealed dra��ings for the sic�n localions pla�ts lhal Enay be requlred by TXD�T. Lee Ettgineering is elso available as � siruct�rat engineerinc� source for Ihe revieav of MERJE sic�n desic�n dr�vlings. The(r englneedng cerlici&te is included on the tollowi�ag page. In additton, n4 businass registrafian or Iicense fs reniiirec! In Ehe State ol %xas for perlorFning enaironmenfallgraphic desic�n services. Curra�it{y, we are workinfl avlth Ihe ciiles of Aus4in and Ftederiaksburc� in 7exfts, and last year we con�pieted a project at the Las Colinas Convention Center. l� t��ase oases no busir�ess or professlonal rec�lstraiion was tlecossary. MERJL 1s a registQrsd PA business and ff w� ara av��arded this cpniracl vre can obtain any addiliortal ciiy or slate business privile�ed ifcensa ihe Cily of bentan inay require. ss f`l`lE�-'�'JG � _ ��y�� : �`�� enCl[ie�3iRG Prime Consu[tant and Coniact Information: tvir, l(elly D, f'arrt�a, P E, , PTOE Pro{ect Manager L,E6 ENCaINEERINC� 3U30 L4J Fresv�ay Suite 16f0 palfas, 7X 75234 Phone: (972y 248-3046 Fa�t: (fl72) 2�8 3855 70l[ 1=ree: (88i3j 298-3006 www.leeenflineer�iag.co�n pate Company 5iaried: t988 Products and Services Offered: Tratflc Enginearing and Transportation Sen+fces Total Number of �mployees: 2D Employees - i7 Professional, 3 Administrative Buslness Pariners/Serviaes; Noiia Parent Companies or Subsfdiaeies: None n�a�o� cu�r�rs Texas Deparfineni of Transporlalipn � Dalfas Distrfc[ o �1 Paso DlslricE • Fort Warih Disirict • Odessa District Dalias Area Rapid 7ransii (DAR� Nortl� Centraf Taxas Council ot Governmenis Daltas Cou�tty, Tex�s C(ty of Allen City ot Arl(ngton Clly of Bedford 24 Gity af Euless Cily of Frlsco Qity of QrapavIne City of Ma!<Inney City ot Mesquile City of Murplty Cityof Plano City of Wylie To��1�i of Addison Form CIQ Conflict of Interest Questionnaire � �� AT'�`ACHM�N'� G CO1V�'LICT OF IiVTER�ST STATGEI��NT CQNCiT�1' 0�' TNTE[tEST QUCSTIONNA,1121?. �ORM CIQ Fot� cotitractor or 4thcrperson doing husfness �vith locat governments! e�ttlt�, This t�uestionuafre reflcets chengcs madc lo itic Ia�Y hy H.B. 149t,90(h i.eg,, Regular8csslon. DatC ltcceivcJ 'Chis questtonnalre is be�ng O1Qd in eceordon¢c +vilh chapt�r 176 of the Locp) Qoveminent CodC by n pereon wi�o h�s a busiucss reiaEionship as de(ined by Seetion 176.001(i •a) wilh a local govemmenlnl enlity and tha person incots requiren�ents u�iJcr SecEien 17b.006(a1. �3y lasv this queslionnaire musi ba �Isd wilG il�c records ad�t�iniglr�(or of ihe tocal government enliiy not fafec tlie�� the 7th bnsincss day at�or �lia dnte the �ersoi� becomes aw�re df facls 11iat require Oie stalement !o be �ited. 5ee SeCilon 176.046, LaCGi GOv4trmenl Code. A�axson eommits an ofl'ensC if �8e person knotivingfy riofales Secfien 176AOb, Locai Govemmeitil Codo. Ai� offense under Ihis Seclian Is a Ciass C misdemeanor, � Nantc of persor> >+rho i�as a business relationshlp �Ytlii 14ca! governmc3►faI enti�y. n �dNi� '"' ��hcrk this 6ox if you are fllb�g fln u�date to ��►revinusly flled qnestionualre. ('f6c law requires Ihat you fifc an upd�ted comploted questionnalro lvilh The appeoptipte f'rling aWhnrily not (aicr Ihan lhe 7'n l�usiEiass day aner Ihe date Ehe oriAiitR}lY fited quostiannafre becomes iiticomnlete or Innecurale.) �Jame ofioCal go�°emmeni of(ioer wilh wham tiler has an employment orbusiness retatinnship, ri�lC�N�. � Name of Afficer This section, {ile�n 3 inciudiag subparis r1, B, C�@ p), Enust be completed for e�eh ofticer witls +vhom the ffler has an employ�nenl or asher Uustness rafailonshfp as de0ned by Section E76.QOf(I •a?, Loeai Govemmen� Coda. At�nch addiilonal puges to Ihis Porm C[Q as nerossary. A. [s the iocaE Sovemment o(iicor named fn lhis section receiviug or 1lkely to rcceive IaKabfe iacome, olher ihan invasi�KenE inconta, l}om �he f�1or of llie questipnnaire? � Yus � No B, is the filcr of I!a 9uoslionualrc r¢ce�vltig or likcfy to reccive laxablc incomc, oticer Ihan Investittent incorne, fra�t� or at ihc direelion vf ihc local goventmen! s�Fficer named in Il�is sectton AND 1he laxable incomc is no! recaivecl frbm the toce[ goveqqne�ilal eniily? � Ycs � t�'o C. ls ihe filer of this quostfonna[re employed by a corpoteiion or olher busin�ss entily with respeei lo �vldc3� ttie local govemmen� o�ccrserves ns an aliiceroc dircator, or I�olds an pwne�ship oP 10 percent or more? � Ycs � Nn b. Describaeachaiiiliation orbus3ness rGtaiionstiip, person PAGE 77 OF RPQ �938 ra �'j,iN.i� Dase Insurance Documentation AC_. (JKIJ o�Te (n�.yloorvYrYy � c��Ti��c�r� o� �,��Bi�.�TV �r�su��NC� 5��o�xo;2 TH[8 CERTIPtCRT� f8 ESBUSU AS A MAT7&R OF IN�ORMATION ONLY AFlD CDHFERS NO RIGHTS UPDN 7H� CFRTIFICAiE N04D8R� TH[6 CLR71F1CAT5 pp68 l20T AF�IRMA1►iV�LY OR N�t�A71V�lY AMENb, EX'f�ND OR A�.T�R 7HH COV�RA�3� A�FORdED BY 7N� PO��CIE9 BEL(3W, 7H13 CERi1P{CkT� Oa lNSUHAliC� 00@3 HO7 GONS7iTUT� A C6HTl2ACi sETNl�EH iHE ISSUINQ 1NSUREit(Sj, AU�HOR1ZflD H�PH�9ENTATiV� d� pkObUC�R, ANll 7HE O�FtT1�fCAiE iiOLbEH. 1MPqRTA F: If tho oerl(ncat9 holdar is an ADnI7E0NAL INSURE�, Ihe polioy(iesy mu5t bo ondorsod, If 9U9Fttl0ATIqN 16 WAIY�p, �ahjeol to Ihe lerme eed aonditlons of lho pofioy, oerlaftl poltales mey roqutro an ondareoment, A stetemettt on Ihig oersHlcate daae nal confor rlghta ta fhs cart111oa�� haidaNn Neuofsuahendorrmmsn� s . raooucEa R r Fuooi G Friedman Inc. P� ,(631) 218^4700 .(631�216-970i 168 W FSai�n Stree�, SuS.te 7 e dafFatigaEa@inaurenCe-Heb,aom IN9VnEtt 3 AFf R10 COv��4� HAIC �t Se7�1'V.7.�j.B �'iii 1��J�Z W AE A_C%IA ' 475UR06 e� un¢ �Phil�de3. hia llt{l,@tp11�� Fonnd D�siqn, LLC, DI3A; Merje g�, 120 N, Chuxch Stxpqb uns o: SUite 208 iHSUa sE: West Cheseer kA 19360 iH u E F, COVERA4�S O�RTIFICATE NUMHERCJ.1251003074 ft�VISIdN NUhSBER; 7HI5 1S TO CER7IEY 7NAT 7HE pOLICl�3 OF INStlRqNCE LIST�b B�COW HAVE B��N (SSULO 70 THE 1N&UR�D NAMIED ABOVE PUR THE ptl�4CY pERiOD INO[CAi�D. NO'lW1TH8TANDINC: ANY REQUIR�RI�N7, 7EEit,4 pft COND}TION OF !�hlY CONTMGF OR OTH6R DOCUMF:hT 157FH ft�5P8C7 70 WHICH 7NI3 CEti71PICA7� AiAY �E lSSU�b OR ASAY p�tiTNN, THL' i1dSUEtlWCE APFORDED 9Y THE POLJCIE3 DESCHI6E� FIEREIH IS SUeJ6�T TO ALI. Ttifi TERA1$. �XGLl1SE4N5 ANp G9Nd{ilONs OF SI1CH POL(CIBS, LIh11i5 sF{pWN MAY HAVE B6EN REOUCED BY pAfD CLAft.49. 4 A TYPE6CtN3URNICE POkMYHUNBEA 0► e YE P U71179 6ENEMt UABILIFY EAGt ,URRE CE S �rqQQ�Vd X eo�t4�ncw.aeh�na��wsaiTV s�e o�es s 300,00 A CwMB•AI►nE QoCtuH OQi7897749 3/1OJ20tE �lIOfZ0i2 A1EOlXP ypnep0uan� 5 10�00 �nsowwaaoviNaustr S 2�000,00 _ _ GEHEftA1.A0�RE(iAS6 S 4,Od0,00 0N1,AG6R�4ATEUA9TAPi'1,I19P8R PAODUG79.CO)APIAPAQA S 4.��D.d� AUTOM091L511AgMiY A N+YAuTo �QYNJ&0 FifiNHOUHb � r�a ogau�as X �q� �Eo uMSaeeutve occUR axasss �ue �„�.��.� N7Y � I Pro�Eessione], Liab, Ylll D $ cEO�, 90Dq,YRi]URY1PErpetSOn) S 17B4T799 x/�a/2o3i li/�o/2oxz OODDLYIMJURYiPetO�dlMI 5 o:,.,w,r.,,oa��nce s x799b64$ AO/2011 u/2oia l E.t. oisEisE . tO0A7[OtiS/V[NICLES (A1pt�RC0A6T0f�AddlUOnainam��k►BcMdak.NMOfs�pktoD�09Ul�idJ City oY Dan�on 801�g 'rexas S� n�nron, fiX 7G209 INS076��n�mam� 1.U04� $HdULU ANY 4P 7H� A$OVE OB$CRIBEP POLICIfi& d6 GAHC&I,GCd �UF4AB iN� EXVINATIOH bAT� 7H�k80P. NOTiCk N11CL 6@ DdLiVERED iK ACCOR�ANCE WIiH "f HH POLfCY PROVISIANS, ANTIIDAUED1tEFAESFRiAiIVE £ra.0 FunaiIARF �1.�. �• —y �-�'--�"--�'l 01988•20t0AG0ltaCORRORAI'[ON, AlltighlsrAaorved, 7He AP11D11 t�emn and Innn ere renlefared mer4a n16f`f1Ril 64