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2014-302•� r � • � ' � ' , �,� , , . � . ..�.�, . . * . .•� . • �. •� � • � : • � • . � �.� .. . • �, �. . . •••� • � .� �. . . r • � • •. • • � .. . . � � � • .. . . � � � � ,, �� • � !'''•' � • • • , � � • • �, 11! '' • R !' . � ,' . �, � . �. . � ••�; � . �� ',' �� .:� . 1 1 �: , ,. • �' �� R . � � ��.. • .. ��• �� .� •� •� : �' .. .: . / 1 / �.. � � .. , .. • �: � � �� ['. •: . :� �. � •. . • � : .. . r � , � . • � • i.1 ... " �., . • l� � • �. ♦ ♦ �. �.... ♦ � ,� • Y ... � • . 1. :/. I.. WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for load forecasting software to be used by Denton Municipal Electric in accordance with the pracedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recornmended 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 ta be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, . • • • � • � ; �� . SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the 66Request for Propasals" an file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative impartance of price and the other evaluation factors included in the request far proposals. RFP NUMBER CONTRACTOR AMOUNT 5595 Pattern Recognition Technolagies, Inc. $171,000 5595 WSI Corparation $ 77,004 SECTION 2. By the acceptance and approval of the abave numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitatians, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted prapasals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written cantract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. SEC7-°ION 4. The City Council ofthe City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 5595 to the City Manager of the City of Dentan, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved proposals. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. ]'11`��l�i� �'��;T7 �1�I'�[�Vl.;l� t�� il�� °��`{�'�" �f� �al` §9r.� f a� � �, r�� °�� ' � ��. � c�y��. �� ,., 2014. 1.- ,.. f _.,.. � m �___.. _ C�`��fZ � Wr1�,T. � M�1� (� � ATTEST: JENNIFER WALTERS, CITY SECRETARY � �� BY: � ,r?� .�� `';��.��:..,�� , ,_;�.��° ,. � .•• � � . � . �• . . ; • . �� -� _ w.��,.�a; � � �,�, � �� BY: _..... � -��'� �`'�� ,,.,_,, � �� - � � � : 1 : ,� 1 I ' 1 � = 1 ! ��.. � ..� ':I � ... �u R . ! 1,.: � 1 �; � � a.. � �. ��..' . ' •.. '�, • i '�. �.. � •��. � � �� . �. �� . � -. . ' A: �. . �:: �.: . _ _ �. � � . ��.' . � � �' � A; � ��. � - � � � � ' - � �� ' ' ' •� w �#� - � � �, �. ',.' + # ,,, ' ', � � � ' � •' • � • • � •' � ' + , *, � *,, *' ' � � ) • � ;• • " �' ! !' t � • ' � ' • �''' * �,, � _ �• � ,�', � . • -� �' '• - ► . • '/' � i •, • . # r� ' - • * '• . � •' i I � ' ' . '�. �� • " � f' ��, � - ' •' �. • � � � �� •�� . . •� . .,. � � '�.. � ! ... � '��. �� 1 � '��. � � - . • � �. '. ��' � �. s: ,. .:� � � • !' * - � � � � * , � • • � ' ' . � � •' . ' w ', • . ', � • • ' • ', � � � • � w � • � r * ' * - �' � �' ' � # � � �' ' � (a) Terms and Conditians (Exhibit "A") (b} City of Denton's RFP 5595 (Ex ibit "" on file at t e affice of t e urc asing Agent) (c) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C") (d) Supplier's Proposal. (Exhibit "D") (e) Special Conditions and Requirements of Supplier (Exhibit "E") - ��, . • - � . •• . � -� � � � �" . r • . -w � r . � . � � � . t � � � � � � � � • . �- � -� � � + � _+- � ,. • • . � � � �" , , -w' .�� '• , r- -� '* � . � , �• ' IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. . . . . • .� �'"7 BY t� ';��` % � � �`�� '� ,r `'� �` �' � � _ / . � �,.�� a � � 1 �� — ..... � f,�l�. ��'� �`, J�„ . � �!? ' -x ,;,� � � r� • � . � , �,' ��! � � � • � � � �.......��w. �, ,�,� � , ",��' �"` ,,.�- � M� � ;� BY: � �� ,.�� . �.. ��<,� �;�_I�,�'[i[%�;.� ; ,� , P �� .�n� � �� Y . r � ,� `A��ay„, � � �a ._ . �.,�......� Ali�i".I:��RIZED SIG��ATURE ,f ,,�� Date: �entem��:�� R; 2n14 , Name: A1 1�:1�utF7z��.ad Title:l'r�sic��,rat .._m... —.......__ 214-h92-S252 �.�. � _. —...� .....�.. ....... ._ PHONE NUMBER 214-6926083 �NN M FAX NUMBER � 1l 1 1 �x � ...,.�,�,. � � ��s � �� '`" �� r, �"� BY �,� =,�''� � � ,.. �.�� GEOI�{,1� C. CAMPBELL, CITY MANAGER Date: ` � � � �� ' � �=� . — _. _— � _._.. � . ., � . �- . � r � ,_ . - � Special Terms and Conditions - • t a - ' ' r.� . � ' - • - . + - - -- Total Contract Amount The contract total shall not exceed $171,000. A purchase order will be issued on an ual basis. Pricing shall be per Exhibit D attached. � �,; �• � , - •• - , � . ;- �- . • � � ' - � . - � � � .�� .' � �- . � ' - �- . • � ;- - r �� r- .�� • -• .� � - * - � �- � � - � , . •- . •- • _ ,' � - � � . * � r �- � � - .r• - '_ �- - � - - � - _ � �� , , .- �- . • r • . • � -� . - �. -� •r �� ' � . . �- . -� •- -� . -� , •� - �- ,� 1 � i - �� - , _ �- - . , - � � -. � • • � - • �.• -. • �+ _ + � r � .- � -w � - � � �- � , � . . . • - : i . . '� ' '. . -�'� � Contract Terms - � . - �- � - -. - - - � �. - w . � - � • - • , . - •� t � • . � . .w� w . a � -+ �' �� • . . • •� _ t' . •' - � � � � • �- � . �I � ��. : � • �'�. � . '�. ' � - � �: � . • ' • *. '�. .' • �� ` * � 1' ' • / l. ',. �'. • ' � • � � '� '• �' !. . [ • ' �l � �' �' �' # • i � f' �-�' � �# • � � • .' � � # � � Deliverv Lead Time - Product or services shall be delivered to the City per the days/weeks nated in Exhibit D after receipt of the order. � 1 . � ,; � � '�� r These standard Terms and Conditions and the Terms and Conditions, Specificatians, Drawings and other requirements included in the City of Dentan's salicitation are applicable to Contracts/Purchase Orders issued by the City of Dentan hereinafter referred to as the City ar Buyer and tlle Seiler herein after referred to as the Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions cantained in the Supplier's Propasal respanse, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict between the provisians on the face of tl7e Contract/Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Supplier agrees that the contract shall be gaverned by the following terms and conditians, unless exceptions are dL►ly noted and fully negotiated. Unless otherwise specifed in the cantract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only ta a Salicitation to purchase Gaods, and Sections 9, 10, 11 and 22 shall apply only ta a Solicitation ta purchase Services ta be performed principally at the City's premises ar on public rights-of-way. 1. SUPPLIER'S OBLIGAT[ONS. The Supplier shali fully and timely provide all deliverables described in the Solicitation and in the Supplier's Offer in strict accardance with the terms, cavenants, and conditions of the Contract and all applicable Federal, State, and ]ocal laws, rules, and regulations. 2. EFFECTIV� DATElT�RM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all abligations are performed in accardance with the Contract. 3. SUPPLIER TO PACKAGE ELIVERABLES: The Supplier wil] package deliverables in accordance with goad commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless atherwise provided in the Specifications or Supplemental Terms and Canditions, each shipping cantarner shali be clearly and permanently marked as follows: (a) The Supplier°s narrre and address, (b) the City's name, address and purchase arder or purchase release number and the price agreement number if applicable, (c) Container number and total number of containe►•s, e.g. box 1 of 4 boxes, and (d) the nurrrber af the container bearing the packing list. The Supplier shall bear cost of packaging. Deliverables shall be suitably packed to secure iowest transportation costs and ta canform to all the requirements of common carriers and any applicable specification. The City's caunt or werght shall be fina! and conclusive on shipments not accompanied by packing lists. 4. S IP ENT UN E ESE VATI N PRO 1BITED: The Suppiier is not autharized to ship the deliverables under reservatian and no tender af a bill of lading will operate as a tender of deliverables. 5. TITL� & RTSK OF LOSS: Title ta and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverab{es. 6. �LIVERY TERMS AND TRANSPO TAT[ON CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Supplier's price sha11 be deemed ta include al] delivery and transportation charges. The City shall have the right to designate what methad of transportation shall be used to ship the deliverables. The place of delivery shall be that set farth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, inc[uding, but not limited ta the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforrning deliverables 9. PLACE AND CONDITION OF WORK: The City shali provide the Supplier access to the sites where the Supplier is to perfarm the services as required in order for the Supplier to perform the services in a timely and efficient rrranner, in accardance with and subject to the applicable security laws, rules, and regulations. The Supplier acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the locatian and essential characteristics of the work sites, the quality and quantity af materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Supplier's obligations under the contract. The Supplier hereby re[eases and halds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. ld. WORKFORC� A. The Supplier shall employ only orderly and competent workers, skilled in the perfarmance of the services which they will perform under the Contract. B. The Supplier, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or respanding to a solicitation or while in the course and scope of delivering goods or services under a City af Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic ar other intoxicating beverages, illegal drugs ar control(ed substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Supplier that any worker is incompetent, disorderly or disabedient, has knawingly or repeatedly violated safety regulations, has possessed any firearms, ar has passessed or was under the influence of alcohal or drugs on the job, the Supplier shall immediateiy remove such worker from Contract se'°vices, and may not emplay such worker again on Contract services without the City's prio�° written consent. Immigration: The Supplier represents and warrants that it shall comply with the requirements of the Immigration Reform and Contral Act of 1986 and 1990 regarding employment veriiication and retention of verification forms for any individuals hired on or after Navember 6, 1986, who will perform any labor or services under the Contract and the Illegal Tmmigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA} enacted on September 30, 1996. 11. COMPLIANCE WITH H�ALTH, SAFETY, AND ENVIRONMENTAL RGGULATIONS: The Supplier, it's Subcontractors, and their respective emplayees, shall comply fully with all applicable federal, state, and local health, safety, and environmental (aws, ordinances, rules and regu(ations in the performance of the services, including but not limited to thase promulgated by the City and by the Occupatianal Safety and Health Adminrstratian (OSHA). In case af conflict, the most stringent safety requirement shall govern. The Supplier shall indemnify and hold the City harmless fram and against all claims, demands, suits, actians, judgments, fines, penalties and lia6ility of every krnd arising fram the breach of the Supplier's obligations under this paragraph. Environmental Protection: The supplier shail be in compliance with all app(icable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seg.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. § 1251 el seq.). 12. INVOICES: A. The Supplier shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportatian charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Supplier's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Supplier's invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped 6y wark order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Supplier shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, ar City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30} calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. lf payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Gavernment Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, ►nterest shall not accrue untrl ten (10) calendar days af°ter the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Supplier will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment ar part of any payment otherwise due the Supplier ta such extent as may be necessary on account o4'; i. delivery of defective or non-conforming deliverables by the Supplier; ii, third party claims, which are not covered by the insurance which the Supplier is required to provide, are filed or reasonable evidence indicating probable filing of such claims; 'rii, failure of the Supplier to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or suppliers, which is nat covered by insurance required to be provided by the Supplier; v. reasonable evidence that the Supp(ier's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Supplier to submit proper invaices with purchase order number, with all required attachrnents and supporting documentation; ar vii. failure of the Supplier to comply with any rrraterial provision of the Cantract Documents. E. Notice is hereby given that any awarded firm wha is in arrears to the City of Denton for delinquent taxes, the City may affset indebtedness owed the City through payment withholding. F. Payment wrll be made by check unless the parties mutually agree to payment by credit card ar electronic transfer of funds. The Supplier agrees that there sha(I be no additianal charges, sui•charges, or penalties to the City for payrnents made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely fi-om funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall rendes° the Contract null and void to the extent funds are not Apprapriated or available and any deliverables delivered but unpaid shall be returned to the Supplier. The City shall provide the Supplier written natice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropi°iation ta an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none ar inadequate appropriation of funds, there will be no penalty nar removai fees charged to the City. 14. TRAV�L EXPENS�S: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Supplier, unless otherwise stated in the contract terms. I5. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Supplier has identified Subcontractars, the Supplier is required to submit a Contract Close-Out MBE/WBE Campliance Report ta the Purchasrng Manager no later than the 15th calendar day after completran of all work under the contract. Fina( payment, retainage, ar both may be withheld if the Supplier is nat in compliance with the requirements as accepted by the City. B. The making and acceptance of finai payment will constitute: i. a waiver of all claims by the City against the Supplier, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Supplier to comply with the Contract or the terms of any warranty specified herein, (4} arising from the Supplier's cantinuing obligatians under the Cantract, including but not limited ta indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Supplier against the City other than thase previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated an the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Supplier far the purpose of filting this order, such special taaling equipment and any process sheets related thereto shall become the property of the City and shall be identified by'the Supplier as such. 17. RIGHT TO AUDIT: City shall have the right to audit and examine the books and recards of Supplier during the period of this contract and for two years thereafter and take issue with the same. l8. SUBCONTRACTORS: A. Cf the Supplier identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Supplier shall comply with all requirements approved by the City. The Supplier shall not initially employ any Subcontr•actor except as pravided in the Supplier's Plan. The Supplier shall not substitute any Subcontcactor identiiied in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect ta defective deliverables provided by a Subcontractor. If a Ptan has been approved, the Supplier is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Prac�rement Manager, no later than the tenth calendar day of each month. B. Wark performed for the Supplier by a Subcantractor shall be pursuant to a written contract between the Supplier and Subcontractor. The terms of the subcantract may not conflict with the tei°ms af the Contract, and shali contain provisions that: i, require that a13 deliverables ta be provided by the Subcontractor be provided in strict accardance with the pravisions, specificatians and terms of the Contract; ii. prohibit the Subcantractar from further subcontracting any partion of the Contract without the prior written consent of the City and the Supplier. The City may require, as a conditron to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcantractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, ta the Supplier in sufficient time ta enable the Supplier to include same with its invoice or application far payment to the City in accordance with the terms af the Contract; iv, require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts spec►fied far the Supplier, with the City being a named insu�°ed as its interest shall appear; and v. require that the Subcantractor inderonify and haId the City harmless to the same extent as the Supplier is required to indemnify the City. C. The Supplier shalf be fully responsibte ta the City for all acts and amissions of the Subcontractars just as the Supplier is responsible for the Supplier's own acts and amissions. Nothing in the Contract shall create for the benefit of any such Subcontractar any contractuai refationship between the City and any such Subcontractor, nor shati it create any obligation on the pai•t of the City ta pay or to see ta the payment of any moneys due any such Subcontractor except as may atherwise be required by law. D. The Supplier shall pay each Subcontractor its appropriate share of payments made to the Supplier not latei° than ten (10) calendar days after receipt af payment fram the City. 19. WARRANTY-PRICE: A. The Supp(ier warrants the prices quoted in the Offer are no higher than the Supplier's current prices on orders by others for like deliverables under similar terms of purchase. B. The Supplier certifies that the prices in the Offer have been arrived at independently withaut cansultation, communicatian, ar agreement for the purpose of restricting campetition, as to any matter relating to such fees with any other firm or with any campetitar. C. In addition to any other remedy available, the City may deduct fi•om any amounts owed ta the Supplier, or otherwise recover, any amounts paid for items ►n excess of the Supplier's current prices on orders by others for like deiiverables under similar terms of purchase. 20. WARRANTY — TiTL�: The Supplier warrants that it has good and indefeasible title to all deliverables furnished under the Cantract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Supplier shall indemnify and hold the City harmless from and against all adverse title claims ta the deliverables. 21. WARRANTY — DELIVERABLES: D. If the Supplier is unable ar unwilling to repair or replace defective or non-conforming delrverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity af deliverables it may be required ta purchase under the Contract fram the Supplier, and purchase canforming deliverables from other saurces. [n such event, the Supplier shall pay to the City upon demand the increased cost, if any, incurred by the City to pracure such deliverables fram another source. E. If the Supplier is not the manufacturer, and the defiverables are covered by a separate manufacturer's warranty, the Supplier shatl transfer and assign such manufacturer's warranty to the City. Cf for any reason the manufacturer's warranty cannot be fully transferred to the City, the Supplier shal] assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Supplier warrants and represents that all services to be provided the City under the Contract will be fully and timely perfarmed in a goad and wor•kmanlilce manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants af the Contract, and all applicable Federal, State and local laws, rules ar regulations. A. The Suppiier may nat 1►mit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do sa shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more af the abave warranties are breached, the Supplier shall promptly upon recerpt af demand perform the services again in accardance with abave standard at no additional cast to the City. All costs incidental to such additional performance shall be borne by the Supplier. The City shail endeavor to give the Supplier written notice af the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure ta give timely natice shall not impair the City's rights under this section. C. If the Supplier is unable or unwilling ta perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the arrrount of services it may be required to purchase under the Contract from the Supplier, and purchase conforming services from other sources. In such event, the Supplier shall pay to the City upon demand the inereased cast, if any, incurred by the City to procure such services from another source. 23. ACCEPTANC� F INCO PLETG OR NON-CONFORMING ELIVERA LES: If, instead of requiring immediate correction or removal and replacement of defective oc nan-conforming deliverables, the City prefers to accept it, the City may do so. The Supplier shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective ai° non-conforming deliverables. If any such acceptance occurs prior ta final payment, the City may deduct such amounts as are necessary to corrrpensate the City fo�° the diminished value of the defective ar non-conforming deliverables, lf the acceptance occurs after• final payment, sucl7 amount will be refunded to the City by the Supplier. 24. RIGHT TO ASSURANC�: Whenever one party to the Contract in good faith has reason to question the ather party's intent to perform, demand may be made ta the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Cantract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Supplier is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe ta either life or property. Upon notificatron, the Supplier will cease all work until notified by the City that the violatian or unsafe candition has been corrected. The Supplier shall be liable far all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Supplier shall be in default under the Contract if the Supplier (a) fails to ful[y, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c} becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a roaterial misrepresentation in Supplier's Offer, or in any repart or deliverable required to be submitted by the Supplier to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Supplier, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless atherwise specified, after the date of such notice, unless the Supplier, within such ten (] 0} day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. Tn addition to any ather remedy avai(able under law ar in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Supplier's default, including, without limitation, cost af cover, reasonable attorneys' fees, court costs, and prejudgment and post-judgment interest at the maximum lawful rate. Additionalfy, in the event of a default by the Supplier, the City rrray remove the Supplier from the City's vendor list far three (3) years and any Offer submitted by the Supplier may be disqualified far up ta three (3} years. All rights and remedies under the Contract are cumulative and are nat exclusive of any other right or remedy provided by law. 28. Intentionally left blank. 29. FRAUD: Fraudulent statements by the Supplier on any Offer or in any report or deliverable required ta be submitted by the Supplier ta the City shall be grounds for the termination of the Contract for cause by the City and may result in legal actian. 1 � . 31. INDEMNITY: A. Definitians: i. °Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to oi° dass ofthe ps�operty of any person (incfuding, but not limited to the City, the Supplier, their respective agents, officers, employees and subcontractors, the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or uQa�� i�� sr�y }��'��?�� (,including but nat limited to the agents, officers and employees of the City, the Suppiie,�°. t.lt�. �tf��g:ala��h'�; �te€:rcontracto�°s, and third parties}, ii. "Fault" shall include the sale of defective or non-c��e��i�r-d�aisr� ci�:li�°�r��l�s�, negligence, willful misconduct ar a breach of any legally imposed strict liability standard. B. THE SUPPLIER SHALL DCi'CND (AT TIIL OP'CION OG T11C C1TY), WDCMNITY, AND HOLD TFIC CITY, I'i'S SUCC�SSORS, ASSIGNS, O�f ICCRS, CMPLOYI;GS AND CLrCTCD OI� f ICIALS IiARMLCS5 FROM ANU AGAINS"I' ALL INDCMN1rIGD CLAIMS DIRGCTLY ARISING OUT OF, INCIDCNT TO, CONCGRNING OR RCSULTING I'ROM TIIC FAULT or mHC SUPPLI�R, OR THC SUPPLIER'S AGGNTS� GMI'LOYCCS OR SUBCONTRACTORS� lN TIIC P�RC'ORMANCE Or THC SUPPLICR'S OBLIGATIONS UNDER TH� CONTRACT. NOTHING HCR�IN SHALL 13C DCCMCD TO LIMIT'C1IC CZIGHTS OC' TH� CITY OR THG SUPPLIER (INCLUDING, BUT NOT LIMIT�D'CO, 'THC RIGHT TO S�CK CONTRIBUTION) ACAINST ANY TH1RD PARTY WFIO MAY BE LIABLC T012 AN INDCMNIP'I�D CLAIM. 32. INSURANCE: The follawing insurance requirements are applicable, in addition to the specific insurance requirements detailed in 41�� c�liait�itic�e� cl��:.ument. The successful firm shalt procure and maintain insurance of the types and in the minimuot� ��cr��[� :��c:c:��t�il��e to the City af Denton. The insui°ance shall be written by a company licensed to do business in tEtc: �C�at�. �i' !"�;�:E�s ,�s�d satisfactory to the City of Denton. A. General Requirements. i. The Supplier shatl at a minimum carry insurance in the types and amaunts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration af the Contract, includrng extension optians and hold over periods, and during any warranty period. ii. The Supplier shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Supplier must also farward a Certi�icate of Insurance to the City whenever a previously identified policy period has expired, ar an extensian aption or hold over period is exercised, as verificatian of continuing coverage. iii. The Supplier shali not cammence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval af insurance by the City shall not relieve ar decrease the liability of the Supplier hereunder and shall not be construed to be a limitation of liability an the part of the Supplier. iv. The Supplier must submit certificates of insurance ta the City for all subcontr°actors priar to the subcantractors cammencing work an the project. v. The Supplier's and ail subcontractors' insurance coverage shall be written by companies licensed to da business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation caverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additianal insured, waivers, and notices of cancellation endorsements as weil as the Certificate of [nsurance shall contain the solicitation number and the following informatian: . �- •; ,�- - �-., �1 : , ►` �- � � 1�; vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any palicy. [t is intended that paiicies required in the Contract, covering both the City and the Supplier, shall be considered primary coverage as applicable. viii. If insurance policies are nat written for amounts agreed to with the City, the Suppfier shall carry Umbrella or Excess Liability Insurance far any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the farm of the primary coverage. ix. The City shall be entitled, upon request, at an a�;reed upon lacatian, and without expense, to review certified copies of policies and endorsements thereto ;�nd may make any reasonab(e requests for deletian or revision or modificatian of particular policy terms, conditians, limitations, or exclusions except where policy provisions are established by law oi° i°egulations binding upan e►ther of the parties hereto or the underwriter an any such policies. x. The City reserves the right to review the insurance requirements set forth dw•ing the effective periad of the Contract and to rnake reasonable adjustments to insurance coverage, lirnits, and exclusions when deemed necessary and prudent by the City based upon changes in statutary law, court decisions, the claims histary of the industry or financial condition af the insurance company as well as the Supplier. xi. The Supplier shall not cause any insurance to be canceled nor permit any insurance ta lapse during the term of the Contract or as required in the Contract. xii. The Supplier shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Supplrer shall endeavor ta provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitatian and requirements are required minimums and are not intended to limit the responsibility ar liability of the Supplier. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitatian instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Supplier which arises under or concerns the Contract, or which could have a material adverse affect on the Suppiier's ability to perfarm thereunder, the Supplier shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Supplier. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses af the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be deIivered persanally or by mail and shall be sent to the City and to the Denton City Attorney. Persanal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Un[ess otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shail be in writing and shall be deemed delivered three (3} business days after postmarked if sent by U.S. Postal '�e.��v��t: �crtiii�� r i��:��st�s•�� 1V1:�i1, I��t��-�� R��:.��i�� It��;��i= N�wte�.:c��: ci�l�vt��.tl by other means shall be deemed c��I�v�t•�t'k t��a��o� �'c��:�ij�t �av t��c �sclt�r°��;�;. 1��t€s��; c°�a��r��d��,�t��ts €��ti�� l�� d�� y� first class mail, telefax, ar other c;��i��-�;i��1� �4�:s°�:p�tc� ��er��. "��ti�:�.� i��r t�� .�s��' �i-� �ll ��. �t�aR t�:� �9��c .,�z��'u�� specified in the Supplier's Offer, or at such other address �� ;� ��art�� 7��rv +��ti�}r tia� c�t�q�a' �E� ��'it��. ��i;i�� t�� t�a�, City shall be addressed to the City at 901 B Texas Street, f�c��t��€�, '1"��;xs �t�"��1 ��r��l t��=s�'�,�� &.cf tiz� &7it�:r�t��rs �� -�� Purchasing Manager. 35. RIGHTS TO B1D, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Supplier to the City shall become property of the City upon receipt. Determinatian of the public nature af the material is subject ta the Texas Public infarmation Act, Ctaapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Supplier represents and warrants to the City that: (i) the Supplier shall provide the City goad and indefeasible title to the deliverables and (ii} the deliverables supplied by the Supplier in accordance with the specifications in the Contract will not infringe, directly or cantributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect ta the ownership or operation of the defiverables and the Supplier does not know of any valid basis far any such claims. The Supplier shall, at its sole expense, defend, indemnify, and hold the City harmless fram and against all liability, damages, and costs (including court casts and reasonable fees of attorneys and other professionals} arising out of or resulting from: (i) any claim that the City's exercise anywhere in the warld of the rights associated with the City's' ownership, and if applicable, license rights, and its use af the deliverables infringes the intellectual property rights of any third party; or (ii) the Supplier's breach af any af Supplier's representatians or warranties stated in this Contract. ln the even� of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as ca-counsel on the City's behal£ Further, Supplier agrees that the City's specificati�a�� ra��;:��ii�x�; t�� deliverables shall in no way diminish Supplier's warranties or obligations under this paragraph n��sl tB��- C"ity �z7��ls�t+ no warranty that the production, development, or delivery of such deliverables will not impact styt;&� ��{�rroii�:�; u�` Supplier. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Supplier may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business iroformation, and other information which the City or its licensors consider confidential) (collectively, `<Canfidential Information"). Supplier acknawledges and agrees that the Confidential Information is the valuable property af the City and/or its licensars and any unauthorized use, disclosure, dissemination, or other release of the Confidentiai Information will substantially injure the City and/or its licensars. The Supplier (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Infarmation in strict coniidence and shail not disclose, disseminate, copy, divulge, recr°eate, or otherwise use the Canfidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Supplier promptly natifies the City before disclosing such information so as to permit the City reasonable time ta seek an appropriate protective order. The Supplier agrees to use protective measures no less stringent than the Supplier uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidentia( Information. 38. Intentianally left blank. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originai[y developed material unless otherwise specifically provided in the Contract. When material not ariginally developed is included in a repart in any form, the source shall be identified. 40. ADVERTISING: The Supplier shal] not advartise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTIIVGENT FEES: The Supplier warrants that no person or selling agency has been emplayed or retained to solicit or secure the Contract upon any agreement ar understanding for commissian, percentage, brokerage, or cantingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Supplier for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, ta cancel the Contract withaut liability and to deduct fram any amounts owed to the Supplier, or otherwise recover, the fuli amaunt af such cammission, percentage, brakerage ar contingent fee. 42. GRATUITIES: The City may, by written notice to the Supplier, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Supplier or any agent or representative of the Supplier to any officer or employee of the City af Denton with a view toward securing the Contract or securing f�zvt�q-K��e ta��rro��r�t �vith respect to tB�c ��w�a`�l�E�� €�� =�za��;e��r�:y 4sN" €�� l;�et� C��"any determinations with respect to t�� :r°l�zr��an�i; €ri" ��;li cantract. In t17�: vw�:��t tl�� C.cat�ir°s�c4 is �,�w�c��:l�� t�t+ l9tc ��it;�� pursuant to this provision, the City stl�w�li t��: �i�tiCl�:ci, ir7 ,►c��e�ition to any 4��t�:r ri��t�� t�� t� ��c�i��, t€� �'�,c,��sv�i' ��" ��it��l�old the amount of the cost incurred by the Supplier in providing such gratuit'res. 43. P OHIBITION AGAiNST PERSONAL INTEREST IN CONTRACTS: Na officer, employee, independent consultant, or elected official af the City who is involved in the development, evaluation, or decision-making process of the perfarmance of any solicitation shall l��av�° �s f�ez��r's,i� int�,r�;;�iv �li�'�,c� �>oy ie�cii��:�t, tir �I�u C"��is�;iGi resulting fi•om that solicitation. Any willful violation i�9�ii�� ;cti�r� ��all ce��wtii�.tit� i��}��`c�q�i°��y� �6� ��`��i�:'�:, :dd��t �ecry officer or employee guilty thereof shall be subject to dis�:i��ir��GG�y� ;��:tic�mt up t�a �.��i� ��rc 1��i��t� �1isi��i°��I. ,'ti�Y vi��=��c!�� af this provision, with the knowledge, expressed ar impliecl, ��I` kl�� t�;�g�lier �6��1i �°uricl�E° �I�� t'�ari�:s'f�ct vc�i�tc�� l�� I�� City. The Supplier shall compiete and submit the City's Conflict of Interest Questionnaire (Attachment B). 44. INDEP�ND�NT SUPPLIER: The Contract shall not be construed as creating an employer/employee relationship, a partnership, ar a joint venture. The Supplier's services shall be those of an independent supplier. The Supplier agrees and understands that the Contract does not grant any rights or privileges established for emplayees af the City of Denton, Texas for the purposes of income tax, withholding, sacial secui°ity taxes, vacation or sick leave benefits, worker's compensation, or any ather City emplay��e benefit. The City shall not have supervision and control of the Supplier or any employee of the Supplier, and it is expressly understaod that Supplier shall perfarm the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. 45. ASSIGI�i ENT- EL�GATION: The Contract shall be binding upon and ensure ta the benefit of the City and the Supplier and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and na abligatron shall be delegated by the Supplier without the prior written consent af the City. Any attempted assignment or delegation by the Suppliei° shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm ar entity nat a party hereto; it being the intention af the parties that there are no third party beneficiaries ta the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in pa�°t by a waiver or renunciation of the claim or right unless the waiver ar renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by erther the Supplier or the City of any one ar rnore events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any ather existing or future default or defaults, whether af a similar or different character. 47. O IFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Supplier invorce, arder or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRC'FA'I'ION: The Contract is intended by the parties as a final, compiete and exclusive statement of the terms of their agreement. No course af prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisians be construed in a manner to be fair to bath parties, reading no provisions mare strictly against one party ar the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RCSOLUTION: A. If a dispute arises out of ar relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this sectian daes nat prohibit the filing of a lawsuit to tal] the running of a statute af limitatians or to seelc injunctive relief. Either party may malce a written i°equest for a meeting between representatives af each party within fourteen (14} calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, ane (1) senior level individual with decision-making authority regarding the dispute. The purpase of this and any subsequent meeting is to attempt in good faith to negatiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have nat succeeded in negotiating a resalution of the dispute, they will proceed directly to mediation as described belaw. Negotiatian may be waived by a written agreement signed by both parties, in which event the parties may proceed directly ta mediatian as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Shauld they choose this option; the City and the Suppiier agree ta act in goad faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nathing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days af initiation of the mediation pracess, the mediator shall be selected by the Dentan County Alternative Dispute Resoiution Program (DCAP}. The parties agree to participate in mediation in good faith for up ta thirty (30) calendar days from the date of the first mediatian session. The City and the Supplier will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND V�NU�: The Cont,°act is made under and shall be gaverned by the laws of the State of Texas, including, when applicable, the Uniform Cammercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Dentan Caunty, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall nat be construed or interpreted to limit ar restrict the right ar ability of the City to seek and secure injunctive reiief fi�om any competent authority as contemplated herein. 51. INVALIIII`I`"�: 'i°1�� i��w�;�li�lii:y, illegaiity, or unenforceability of any provision of the Contract shall in no way affect the vali�iit.±�� c��` e.r�li�r��:��1�ii�t.y of any other portion or pravision of the Contract. Any void provision shall be deemed sever�cl ti°�rr�� il��° f'E��t�`4i�:i �tnd the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to refarm the Contract to replace any stricken pravision with a valid pravision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Cantract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City �_....... __. ,.. _. New Year's Day (observed} MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's l�i�� ob��:�� If a Legal Holiday falls on Satcar�c��, i� �i@� lae ti��y�� L�� tl�� '�`��'�� °��'� �� Legal Holiday falls on Sunday, it will be observed on the follr�ti�ii�s f�'�tstt�i€��. �1��`�'��x}I l�tat�rs ��i` ��0�s%ti'�X�G��s� �I��til 1��: between 8.00 am and 4:00 pm, Monday through Friday, excl��iis�� E'idy i�Q' ��7t��t 1�t�l's��}j�. a�1w�v ��;i��4lztic�! c.%ifGVeries or work perfarmance not within the normal hours of o��Lrce�i�}�ti n��i�l i�c <�j��E't►vc:ri l�� i9�e i:`aty" €+�;�i1tiz��E' t��° Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but nat limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration ar terminatian of the Contract. 54. NON-SUSPENSION OR DESARMENT CERTIFICATION: The City af Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred fram Federal, State, oi° City af Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Gavernment, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, ar the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offei°or, or Offeroi°'s agent, shall engage in any discriminatory empioyment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, geneiic testing, o�° natianal origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting fram this RFQ. B. Amer►cans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERiCAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirerrrents are applicable, in addition to the specific federal[y funded requirements. A. Defnitions. As used in this paragraph — i. '°Component°° means an article, material, or supply incorporated directly into an end product. ii. °'Cost af components°° means - (1) For components purchased by the Supplrer, the acquisition cost, including transportation costs to the place of incorparation inta the end praduct (whether or not such costs are paid to a domestic firm}, and any applicable duty (whether or nat a duty-free entry certificate is issued); or (2} For components manufactured by the Supplier, all costs associated with the manufacture af the component, including transportation casts as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost af components does not include any casts associated with the manufacture af the end product. iii. "Domestic end praduct" means- (1} An unmanufactured end product mined or produced in the United States; or (2) An end praduct manufactured in the United States, if the cast of its camponents mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines ai°e not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, callected, and prepared for processing in the United States is considered damestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Fareign end praduct°' means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columhia, and outlying areas. B. The Buy American Act (41 U.S.C. l0a - lOd) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City daes not maintain a list of foreign articles that will be treated as domestic for this Cantract; but will consider for approvaf fareign articles as damestic for this product if the articles are on a list approved hy another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an appraved Governmental list, D. The Supplier shall deliver only domestic end products except to the extent that it specified defiveiy af foreign end products in the provision af the Solicitation entit3ed 'Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Dentan reserves the right to use any and all informatian presented in any respanse to this solicitation, whether amended or not, except as prohibited by law. Selectian af rejectian of the submittal does not affect this right. 58. LICENS� FGES OR TAXGS: Provided the soiicitation requires an awarded supplier or supplier to be licensed by the State of Texas, any and a11 fees and taxes are the responsibility of the supplier. 59. PREVAILING WAG� RAT�S: All suppliers will be required to comply with Provision 5159a of "Vernan's Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting discrimination in the employment practices. http://www. access.�po. gav/davisbacon/tx. htm 1 60. COMPLIANCE W[TH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federai, and Local laws and requirements. The Supplier must comply with all applicable laws at al] times, including9 WILIIOUI �IITI�LaLIOCIy the following: (i) §36.02 of the Texas Penal Cade, which prahibits bribery; (ii) §36.09 of the Texas Penal Code, which prahibits the offering or conferring of benefits to public servants. The Supplier shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUI EMENTS: Supplier shall demonstrate an-site compliance with the Federal Tax Reform Act af 1986, Section 1766, amending Section 530 of the Revenue Act of af 1978, dealing with issuance of Form W-2's to common law employees. Supplier is respansible for both federal and State unerr►playment insurance caverage and standard Warker's Compensation insurance coverage. Supplier shall ensure compliance with all federal and State tax laws and withholding requirements. The City af Denton shall not be liable to Supplier or its employees far any Unemplayment or Workers' Compensation caverage, or federal or State withhalding requirements. Supplier shall indemnify the City of Denton and shall pay ali costs, penalties, or losses resulting fram Supplier's omission ar breach of this Section. 62. DRUG FREE WORKPLACE: The supplier shall comply with the applicable pravisians of the Drug-Free Work Place Act of 1988 (Public Law l OQ-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug- free work environment; and the final rule, government-wide requirements far drug-free work place (grants}, issued by the Office af Management and Budget and the Department af Defense (32 CFR Part 280, Subpart F) to implement the provisians of the Drug-Free Wark Piace Act of 1988 is incorporated by reference and the supplier shall camply with the relevant provisions thereof, including any amendments ta the final rule that may hereafter be issued. 63. SUPPLIER LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Supplier shall be liable for all damages to government-owned, leased, ar accupied property and equipment caused by the Supplier and its emplayees, agents, subcontractors, and suppliers, including any deiivery or cartage company, in connection with any performance pursuant to the Cantract. The Supplier shall notify the City of Denton Procurement Manager in writing ofany such damage within one (l} caiendar day. 64. FO CE MAJEU E: The City of Dentan, any Customer, and the Supplier shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City af Denton. In the event of an occurrence under this Sectian, the Supplier will be excused fi•om any further performance or abservance af the requirements so affected for as long as such circumstances prevail and the Supplier continues to use commercially reasonable efforts to recammence performance ar observance whenevez° and to whatever extent possible withaut delay. The Supplier shall immediately notify the City of Dentan Pracurement Manager by telephone (to be canfirmed in writing within five (5) calendar days af the inception af such occurrence) and describe at a reasonable level af detail the circumstances causing the non-performance ot• delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require perfarmance by anather Party under the Contract will not affect the right of such Party to require performance in the future. Na deiay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Cantract shall operate ta limit, impair, preclude, cancel, waive ar atherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Conti°act will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provisian of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit ar from liability that the City af I7enton may have by operation of law. 67. RECO DS RETEn1TION: Supplier shall retain all financial records and supporting documents, and any other records or books relating to the performances called for in the contract far a period af ane year fi•om the date of completion ar termination of the contract, whichever date sha(1 first occur. EXHIBIT C �. _...... . CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other p�rson doinc� business with local c�overnmental entit . __. _._ _ _... _. _ R . This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., egular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a oate person who has a business relationship as defined by Section 176.001(1-a) with a local governmental ' Received entity and the person meets r+�quirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Secti�m 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176,006, Local Government Code. An offense under this section is a Class C misdemeanor _ �.__ _ .......��.m��. __ � ,� � Name of person who has a business relationship with local governmental ��tiiy. � Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7`h business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) ._ _ -��.. 3 � Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C& D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer af the questionnaire:? � Yes � No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? �e._. {� Yes l.�.�._J No C, Is the filer of this questiannaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? �� Yes �' .� No D. Describe each affiliation or business relationship. ,....... ..M...m.._. �,_. .... Signature of person doing business with the governmental Date Exhibit D RFP 5595 - LOAD, PRICE, WEATHER, & WIND FORECASTING SERVICES _ __ _ _ EST. UOM Product Description � QN ... � �.�._ , .,.,... � � � .____ . �..._. ��c°�ica�r � ��C� ��R��A�TtN� ��nr�b-bas�+��. � 3 YR Short-T� rm LoadgForeca � �.w�,_. sts for DME (Native Load Re ion Short-Term Load Forecasts for ERCOT 3 YR Total & 4 Regions (Houston, North, South, West) �... � v....M.M.� A�..�. � �..w..M. _— Mid-Term Load Forecasts for ERCOT 3 YR Total & 4 Regions (Houston, North, South, West) —� . � �..� M 5��ti�r� � 3 YR pRICE FORECASTING (web-based) PRT, Inc Plano, TX _ Estimated Extended Implementation Unit Price Price ARO (Days) $19,��3�7 �7Cb._ ��7,GCkQ.[iC�....� 30 $21,600.00 $64,800.00 1. ��,��.�r� ��,��a„�� M.._. w_ ��3,4C�t� iJi�� . ��S��t�.(��3 1 EXHIBIT "E" Special Conditions and Requirements of Supplier On-Line Forecasting Service Access and Use Agreement THIS AGREEMENT (the "Agreement") is made between Pattern Recognition Technologies, Inc., a Texas corporation (the "Company") and the City of Denton, a Texas Municipal Corporation with principal offices located in Denton, Texas (the "Customer"), collectively the Party or Parties. Under the terms and conditions set out below, the Company agrees to provide on-line forecasting services which, at a minimum, shall include the features listed or described in Schedule A of the Agreement (hereinafter referred to as "OnLine Service"). The Customer agrees to pay a monthly fee to the Company for the OnLine Service. 1. Access to OnLine Service. The Customer's access to the OnLine Service will be via (1) any standard World Wide Web browser software, (2) an optional Microsoft EXCEL interface provided by the Company and (3) an optional FTP site provided by the Company. The Company will assign a unique username and password to the Customer for gaining access to the Online Service. It is the Customer's responsibility to safeguard and protect its assigned username and password from disclosure or use by others. Upon request by the Customer, the Company will assign a replacement username or password to assist Customer in controlling access. The Customer will promptly notify the Company if it has reason to believe its account is being improperly accessed or used by others. 2. Use of OnLine Service. a. Authorized Users. Under the non-exclusive, non-transferable, limited license to access the Online Service received by the Customer under this Agreement, all authorized employees of the Customer may make Permitted Use of the OnLine Service (pursuant to the definition and conditions of Subsection 2.b, Permitted Uses). b. Permitted Uses. Permitted Use means to access the OnLine Service and to display information _ -- derived from the OnLine Service on a computer or terminal screen, to download and store such information in memory in machine-readable form indefinitely, and to print copies of such information. The information obtained from the OnLine Service may be used for any legitimate purpose which does not compete in the open market with the OnLine Service. c. Prohibited Uses. Except as authorized under Subsection 2.b, Permitted Uses, the Customer may not display, copy, download, store, reproduce, transmit, distribute, resell or otherwise commercially exploit any part of the OnLine Service, including any data or information derived from the OnLine Service, in any format or through any technology or media now existing or hereafter developed but excluding any third party data or information essentially available to the Customer in the same or similar format from another generally accessible source. The Customer is specifically prohibited from disclosing to third parties any part of the OnLine Service, data or information that may be considered proprietary to the Company. The Customer is prohibited from disseminating any part of the OnLine Service, data or information in a manner that potentially would usurp the market for the OnLine Service. Price & Payment. a. OnLine Service Charqes. Service Charges entitling the Customer to unlimited access and use of the OnLine Service are described in Schedule A. b. Pavment & Late Charqes. Service Charges shall be invoiced every three months ("Billing Period") at the beginning of each upcoming Billing Period, to be paid by the Customer within thirty (30) days from receipt ("Due Date' ). Any amount not paid by the Due Date shall be considered past due and subject to interest at the rate of the Prompt Payment Interest per Texas statute. If Customer fails to pay the Service Charges within forty-five (45) days, then this Agreement may, at Company's option, be suspended or terminated. c. Chanqes to Service Charpes. The Company may change the Service Charges, at its sole discretion, upon providing sixty (60) days' notice to Customer in advance of the next term renewal if a renewal clause is provided in Section 9.a. Customer's continued use of the OnLine Service after the effective date of any price change will constitute Customer's acceptance of this change. If the Customer does not wish to accept the proposed price change, the Customer may exercise its termination rights under Section 9, Term & Termination. 4. Certain Proprietary Rights. a. Copyriqhts. The Company warrants and represents that all right, title and interest (including all copyrights and other intellectual property rights) in the OnLine Service belong exclusively to the Company. Except for Customer's use, as defined in this Agreement, of the information furnished by the OnLine Service, Customer agrees that this Agreement confers no rights on Customer to the copyrights and other intellectual property of Company in the OnLine Service. b. Certain Trade Secrets. The OnLine Service is provided to the Customer in machine-readable form and contains certain trade secrets and proprietary information of the Company. The Customer agrees not to disassemble, decompile, or reverse engineer any of the OnLine Service features. The Customer will at all times use due diligence to safeguard and protect all OnLine Service related information. 5. Force Majeure. Each Party is excused from any failure, default, or delay in performance of responsibilities under this Agreement for any cause beyond its reasonable control. Such causes include, without limitation, fires, floods, storms, earthquakes, civil disturbances, disruption of telecommunications, transportation, extended power outages, governmental action, computer viruses, and failure of any information services shown to be a critical component of the Online Service and provided by third parties to the Company. Nothing herein enlarges any warranty or diminishes any disclaimer provided in Section 6, Warranties. Warranties. a. Non-Infrinqement Warrantv. The Company represents and warrants to the best of its knowledge and belief that it has the rights needed to enter into this Agreement and that Permitted Use by the Customer of features in the OnLine Service will not infringe or misappropriate any United States copyright, trademark, patent, or the trade secrets of any third persons. If promptly notified of any claim to the contrary, the Company shall defend, indemnify and hold harmless the Customer, with respect to all claims actions, liabilities, damages, losses, costs and expenses including reasonable attorneys' fees, costs and expenses incurred by Customer, and shall (i) defend through litigation or obtain through negotiation the Customer's right to continue using the OnLine Service; (ii) rework the OnLine Service to make it non-infringing while preserving the original purpose, or (iii) replace the OnLine Service with functionally equivalent content. b. Third Party Information. Some features of the OnLine Service rely on data and information provided by third parties such as weather service providers and wholesale electricity markets. The Company has no control over the quality �nd timeliness of the needed third party information. As such, the Company is not responsible for any nonperformance of the OnLine Service due to problems related to the required third party information. c. Disclaimer. Except as provided in this Section, the Customer agrees that the OnLine Service is provided strictly on an "as is" and "as available" basis without any express or implied warranty, guarantee or other assurance of quality, accuracy, timeliness, completeness, conformity with specifications, reliability or functionality. THE COMPANY MAKES NO WARRANTY, EXPRESS RFP 5595 OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. 7. Limitation of Remedies & Liabilities. The following provisions are a material condition of this Agreement and reflect a fair allocation of risk: a. Remedies. The Customer agrees that if the Company violates any warranty or other provision of this Agreement, and the Company determines that repair or other corrective action is not economically or technically feasible, the Company's total liability shall not exceed the amounts paid for the OnLine Service by the Customer during the previous twelve (12) months. The Customer agrees that legal remedies alone provide inadequate protection of intellectual property rights described in Section 4, Certain Proprietary Rights, and that, in addition to other relief, the Company may go to court. Liabilities. EXCEPT AS OTHERWISE SPECIFIED IN SECTION 6 OF THIS AGREEMENT, IN NO EVENT SHALL COMPANY BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEYS FEES EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY) INCURRED BY THE CUSTOMER, THE CUSTOMER'S CUSTOMERS OR ANY THIRD PARTY. 8. Indemnity. The Customer releases and discharges and shall indemnify and hold harmless, to the extent permitted by applicable law the Company and its representatives from and against any and all claims actions, liabilities, damages, losses, costs and expenses including attorney's fees, costs and expenses made by persons other than the Customer for any matter arising out of or relating to the Customer's use of the OnLine Service provided under this Agreement. The Company releases and discharges and shall indemnify and hold harmless the Customer and its representatives from and against any and all claims actions, liabilities, damages, losses, costs and expenses including attorney's fees, costs and expenses made by persons other than the Company for any matter arising out of or relating to the Company's creation, maintenance or management of the OnLine Service provided under this Agreement. 9. Term & Termination. a. Term. The term of this Agreement shall commence on .("Effective Date") and continue for a period of twelve (12) months. The Agreement will then be automatically renewed thereafter for recurring twelve-month terms unless written termination notice is received from Customer at least thirty (30) days prior to the commencement of the next annual term. Either Party may suspend or terminate this Agreement at any time without notice if the other Party breaches in a material manner any material provision and fails to cure such breach within thirty (30) days after its receipt of written notice thereof. b. Effect of Termination. Termination of this Agreement will terminate Customer's right to access or use the OnLine Service. Termination will have no effect on payment of amounts due under Section3, Price & Payment, proprietary rights and obligations under Section 4, Certain Proprietary Rights, warranties or disclaimers under Section 6, Warranties, limitations under Section 7 Limitation of Remedies & Liabilities, and indemnifications under Section 8, Indemnity. 10. Confidentiality. Company shall treat all Customer's actual load data provided by Customer as confidential and not disclose it to any third parties who are not employees of the Company or Consultants working on related projects for the Company or use it for any other purpose. This obligation shall not apply to any load data that is obtained by Company from other parties than Customer free of any obligation of confidentiality. The Company will at all times use due diligence to safeguard and protect all such confidential information. 11. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE UNITED STATES AND THE STATE OF TEXAS, AND ANY ACTION SHALL BE INITIATED AND MAINTAINED IN A FORUM OF COMPETENT JURISDICTION IN SUCH DESIGNATED STATE. ANY ACTION OR OTHER PROCEEDING BY THE CUSTOMER SHALL BE INITIATED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE, OR BE BARRED. RFP 5595 12. Miscellaneous. This Agreement between the Parties (including any and all attachments hereto) is the sole and entire agreement between the Parties relating to the subject matter hereof and supersedes all prior arrangements, agreements and representations, oral or written. This Agreement may be amended only in writing signed by both Parties. This document and Customer's signature in electronic form, or a hardcopy duplicate in good form, shall be considered an original document with authenticated signature admissible into evidence unless the documenYs authenticity is genuinely placed in question. Any provision hereof found by a tribunal or court of competent jurisdiction to be illegal or unenforceable shall be automatically cc�nformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement of it on future occasions. Section, subsection, or paragraph headings are for reference purposes only and shall in no way be construed as interpretations of the text. 13. Notification. Notices provided under the terms of this Agreement shall be in writing and transmitted by overnight delivery or by certified mail, return receipt requested (receipt effective upon scheduled weekday delivery day) or First Class U.S. Mail to a Party's designated representative at the address set forth below. Notices to the Company shall be addressed to: PRT, Inc. 14185 Dallas Pkwy Suite 1275 Dallas, TX 75254 ATTN: President Notices to the Customer shall be addressed to: ATTN: Lance Cunningham Email: lance.cunningham@cityofdenton.com Either Party may change its designated representative at any time by providing written notice of such change to the other Party. IN WITNESS WHEREOF, Company and Customer have executed this Agreement on the dates set forth below to be effective as of the Effective Date specified in Section 9.a. Agreed and accepted (Company): Pattern Recoqnition Technoloqies, Inc. a�� g � - f �P � � � � �� By: � 3 ..�� ..�. __ � � � . � Name: A,I �h�t��z�d,, Ph.� �, �:..n___ Title: PrPSident Date signed: Seotember 8 ��4 RFP 5595 Agreed and accepted (Customer); CITY OF DENTON, TEXAS A Texas Municipal Corporation � � � rr � �,� .� s� � .�. �.µ s �,� �� _�,�,�„.� y: � , � � Name �� r �?� � �� 1 �`'' a� `�, �� r �.,_ Title: �' �.� �;�� ".� a� �� ',� � � __ Date signed; —... '��'�,;;� �Y�'�� .��4f �.°,.. ��,�� ,�f��.. Schedule A Online Service & Service Charges The Online Service includes two separate services of e-LoadForecns� and e-ISOForecasl`i. A.1. e-LoadForecast�. The main features of the e-LoadForecast`"� service are as follows: a. The Company will provide the following hourly forecasts: - Short-Term load forecasts for Customer's one load region - Short-Term temperature forecasts for Denton, Texas which are used to generate the load forecasts b. Short-Term forecasts are provided for the current day and six days (144 hours) beyond midnight of the current day. c. The actual observed temperature data of the current and previous day are provided. d. The actual temperature data of the previous hour is provided every hour. e. Load forecasts are updated every hour with the most recent available actual load/weather data. f. The actual load data of the current and previous day are provided if they are made available to the Company by Customer. g. The Company will post the forecasts on a designated password protected World Wide Web page for access by Customer 24 hours a day, 7 days a week. h. The Customer will have the ability to interact with the OnLine Service through a Company provided Microsoft Excel interface. The following features are provided via this interface: • View and chart load and temperature forecasts • Edit temperature forecasts and generate corresponding load forecasts • View load and temperature data of the three most similar days from history • Reshape load forecasts • Compare load and temperature forecasts to actual data of a user selectable day from history • View performance record of load and temperature forecasts . View historical load and temperature data g. Customer will provide historical hourly loads for initial model training. h. Customer will provide actual hourly loads on an ongoing basis. A.2. e-ISOForecast°. The main features of the e-ISOForecast° service are as follows: a. The Company will provide the following hourly forecasts for the listed electricity markets: • ERCOT ■ Short-Term load forecasts for system-wide load and four regional loads of North, South, Houston and West ■ Short-Term Day-Ahead and Real-Time LMP price forecasts for six pricing points of: North Hub, South Hub, Houston Hub, West Hub, Hub Average and Bus Average ■ Mid-Term load forecasts for system-wide load and four regional loads of North, South, Houston and West b. Short-Term forecasts are provided for the current day and six days (144 hours) beyond midnight of the current day. c. Short-Term load and price forecasts are updated at least hourly with the most recent actual observed data. d. Mid-Term forecasts are provided for a forecast horizon extending to twelve months beyond the current day. e. Mid-Term load forecasts are provided for three different weather scenarios. f. Mid-Term load forecasts are updated once a day. g. The actual observed data of current and previous day are provided after they are made available on the ERCOT's public World Wide Web site. h. The Company will post the Short-Term and Mid-Term Load forecasts on its designated World Wide Web page for access by Customer 24 hours a day, 7 days a week. (Web Only Access). i. During the term of the Agreement, there could be structural changes in the electricity markets of this Section A.2. As a consequence of such a change, some of the market forecasts listed in this section may become non applicable or irrelevant. In that case, the Service Charges specifed in Section A.3 for the e- RFP 5595 (S`��1f��"s1a°c��rry�t" :�c:�v��:e ��ill be ��l�jc��.! t�r ult�:��ge during the term. T'he Company �;1��l� �,�iv� t�� CGa�4rs��c�• a ;() t9�y ��1v4��e ��€�Ci�:� c�fthe �-�r��i��f Scs'vi�:� Charges. Ifthe Customer does no# �vi�lr lr� rz�..c��.��d ll�� c��vi�ed S�rvic� �;}�;�r°�;,�., ih� C�tf�tame�° �f��w �w�er�:�.l �t.� subscription to the specific foreca��;4 tl��tt c�s�� ,��1��:�i t�� change. A.3. Service Charges. The monthly 5ervice Charges entitling Customer to unlimited access and use of the OnLine Service and 24/7 telephone and email support are in the amount of Four Thousand Seven Hundred Fifty Dollars ($4,750) per month. The charges are broken out as follows: • e-LoadForecast� Service: $1,600 • e-ISOForecast� Service: $3,150 . . • � ' ' � � 1 � � 1 �` 1 � . � ;� � . � . � � � THIS CONTRACT is made and ��t�r�t.l i�� tl�i� ,��t�� c��iy c�C�:u,�� ,.„ A.D., 2014, by and between WSI CORPORATION, ��l�c�� iclr•�,�� ; �'��(� Mii��t�r��{si� 1 c��, Andover, MA 01810, hereinafter referred to as "Supplier," and the CITY OF DENTON, TE S, a home rule municipal corporatian, hereinafter referred to as °'City,°' to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: t � �' � � Supplier shall provide products in accordance with the City's RFP #5595 LOAD, PRICE, WEATHER WIND FORECASTING SERVICES a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incarporated herein by reference: (a) Terms and Conditions (Exhibit "A") (b) City of Denton's RFP 5595 (Exhibit "B" on file at the office of the Purchasing Agent) (c) Forrn CIQ — Conflict of Interest Questionnaire (Exhibit "C"). (d) Supplier's Proposal. (Exhibit "D"); These documents make up the Contract docurnents and what is called for by ane shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreernent then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as 66Contract DoVU88dV8dL�1.99 � � / IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. , 1 � R � / • ! � � _� . R , � R� ��. Date: Q��Y,��' Name; a _ �il_�__I_ Title; P�s�� q �t �'- Q �� a �:36� PHONE NUMBER q��q��.. �,�,��: Fax NuMBER � � � ATTEST: �� ,�`p "�,,. , �� JENNIFER WALTERS, CITY SECRETARY BY: � �._ �a�� - G��;C3 C�� C�;'1I'�PBELL, C�"�v� M��T�Ir'e�"r�^�T��" �� . ,� �� - - By t ,�e��`�r r�Ll�'"�'�'�^�� ..'��'�`��'r•,��r,� �., �ai0: "�� ` .,� � � .... ..... �� 41 � .e..� �, � ., �. ` � �, � � . �; . � _�� BY; �� ==��'``� �.�� r �,"��'� _ .. y ,-� �-- - , . •, ExiitA Special Ter s and Conditions Selected Services This contract includes sections 3& 4 of the RFP, Weather and Wind Forecasting services. See Exhibit D attached. Total Contract A ount The contract total shall not exceed $77,004. A purchase arder will be issued on an annual basis. Pricing shall be per Exhibit D attached. Product Chan�es urins Contract Ter The Supplier shall not change speciiications during the contract term without prior approval. Except as provided in this Agreernent, any deviation in the specifications ar change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurchasinQ(a�cityofdenton.corn, with the above file number in the subject line, for review. Except for changes noted in this Agreernent, (a) Products found to have changed speciiications without notification, and acceptance, will be returned at the supplier's expense, and (b} Products that have been installed will be replaced at the supplier's expense. In order to improve the quality of the products, Supplier reserves the right to make changes from time to time in the products without notice to City; provided, however, that Supplier shall give natice to City of changes that significantly affect City's access to the products. City acknowledges that Supplier receives certain data included in the products from third parties and agrees that if receipt of such data by Supplier is terminated for any reason, Supplier shall have the right to terminate transmission if after use af commercially reasonable efforts it is unable to provide substitute products hereunder. If Supplier is not able ta provide substitute products, the parties shall make an equitable adjustment in the fees payable under this Agreement or this Agreement shall terminate without further liability to either party hereto. . � •� 1 � � - .• �- . •; r -� r � � • - . •�• -r , �� : � � • �- � -� '� � • �`- r . �' .� - -� -a-� r Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall cornmence upan the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole aption of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) rnonths. elivery Lead Ti e Product or services shall be delivered ta the City per the days/weeks noted in Exhibit D after receipt of the order. R !! � ti i. � , � 1. �, i ,,. , ,,, � � i � - - . �, � - , � � � � , � - - , � � � � •- . � � . + . � w . -. �-� � !- � � � - .�� .� - � � '' - • �- •� * � R- � - -� � , � ; , �' - -� r , �� - • r- � . � * -� r -� - - � - ' � - - �-�, - ; . - �r - � _ . � � � � � -� r� " +►• _ �,� • - � - - � •+ � - � � ' . ��. ' ' -.' 1 , .. � + .:. � ... _ . ' !,, . ' .. ! r ..'. R ,.:..� - � 1.,. - ' '. '. .. � M .. ,,. � .. .. � ' "�' i: ��... ! 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I1 ,,_ R � CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doinq business with local qovernmental entitv . ,�_ This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session, OFFICE USE This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a ONLY person who has a business relationship as defined by Section 176.001(1-a) with a local governmental ;. aate entity and the person meets requirements under Section 176.006(a). , Recei�ed By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. q Name of person who has a business relationship with local governmental entity. ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7`h business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C& D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? Yes No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? � Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? � Yes � No D. Describe each affiliation or business relationship. _.� .�.M.. Signature of person doing business with the governmental Date c:A�tiiv RFP 5595