2015-078ORDINANCE NO. 2015-078
AN ORDINANCE APPROVING A CONTRACT FOR THE SUPPLY OF ORGANIC
CATALYST FOR THE CITY OF DENTON COMPOSTING OPER.ATION WHICH IS
AVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH TEXAS
LOCAL GOVERNMENT CODE 252.022, SUCH PURCHASES ARE EXEMPT FROM THE
REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE,
DATE (FILE 5765-PURCHASE OF ORGANIC CATALYST FOR THE CITY OF DENTON
COMPOSTING OPERATION AWARDED TO HARVEST QUEST 1NTERNATIONAL, INC.
IN THE ANNUAL ESTIMATED AMOUNT OF $50,000 FOR A THREE (3) YEAR NOT-TO-
EXCEED AMOUNT OF $150,000).
WHEREAS, Section 252.022 of the Local Government Code provides that procurement
of items that are only available from one source, including; items that are only available from
one source because of patents, copyrights, secret processes or natural monopolies; films,
manuscripts or books; electricity, gas, water and other utility purchases; captive replacement
parts or components for equipment; and library materials for a public library that are available
only from the persons holding exclusive distribution rights to the materials; and need not be
submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items mentioned in
the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as described
in the "File"listed hereon, and on file in the office of the Purchasing Agent, and the license
terms attached are hereby approved:
FILE
NUMBER VENDOR AMOUNT
................�
5765 Harvest Quest International, Inc. $150,000
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including, items that
are only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases;
captive replacement parts or components for equipment; and library materials for a public library
that are available only from the persons holding exclusive distribution rights to the materials; and
need not be submitted to competitive bids.
SECTION 3. The acceptance and approval of the above items shall not constitute a
contract between the City and the person submitting the quotation for such items until such
person shall comply with all requirements specified by the Purchasing Department.
SECTION 4. The City Manager is hereby authorized to execute any contracts relating to
the items speciiied in Section 1 and the expenditure of funds pursuant to said contracts is hereby
authorized.
SECTIONwwwS. The City Council of the City of Denton, Texas hereby expressly delegates
the authority to take any actions that may be required or permitted to be performed by the City of
Denton under File 5765 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 6. This ordinance shall become effective immediately upon its passage and
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approval.
PASSED AND APPROVED this the
�� ��—. day of ��,,"���:::,._.—� 2015.
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C;1����1�:"���"��'�TTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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ANITA BURGESS, CITY ATTORNEY
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CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND
HARVEST QUEST INTERNATIONAL, INC. (5765 )
"I"��tf� �.��� T'I���"1" i:� r����l'��. ���°M,�� ��r���°��� i���� ll�i:� "� �� �1� �r
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by and between HARVEST QUEST INTERNATIONAL. INC., a�corpc�c•at������ vry,�k���� �.�I��rc�:�� i e
� 2�5 I�FA� IN�L.l1�.�TRI,AI� PARK�,N�Y ;A��(�N C��I� ��i1�1 w hereinafter referred to as
_ �._.�...__ �_�__�._.
"Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation,
hereinafter referred to as "City," to be effective upon approval of the Denton City Council and
subsequent execution of this Contract by the Denton City Manager or his duly authorized
designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products in accordance with the City's FILE # 5765 SUPPLY OF
ORGANIC CATALYST, (Exhibit D) and incorporated herein for all purposes. The Contract
consists of this written agreement and the following items which are attached hereto, or on file,
and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit "A")
(b) Standard Terms and Conditions (Exhibit "B")
(c) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C").
(d) Supplier's Proposal. (Exhibit "D").
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the
provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving
precedence first to the written agreement then to the contract documents in the order in which
they are listed above. These documents shall be referred to collectively as "Contract
Documents."
FILE 5765
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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BY: �� �.�
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APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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FILE 5765
SUP:
:
Date:
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CITY OF DENTON, TEXAS
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GEORGE C. �""r���"N����E���.���.�, CITY MANAGER
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These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton's contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or
Buyer and the Seller ar respandent herein after referred to as Cantractar or Supplier. Any
deviatians must be in writing and signed by a representative of the City's Procurement
Department and the Supplier. No Terms and Conditions contained in the seller's proposal
response, invoice or sta.tement shail serve to modify the terms set forth herein. If there is a
conflict between the provisians on the face of the contract/purchase order these written
provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptians are duly noted and fully negotiated. Unless otherwise specified in the cantract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only ta a solicita.tion to purchase goads, and
sections 9, 10, 11, 22 and 32 shall apply only to a salicitation to purchase services to be
perfarmed principally at the City's premises or on public rights-of-way.
1. CONT CT 'S O LIGATIONS. The Contractar shall fully and timely provide all
deliverables described in the Solicita.tion and in the Contractor's Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE ATE/TE . Unless otherwise specified in the Solicitation, this Contract
sha11 be effective as of the date the contract is signed by the City, and shall continue in effect
until alI obligations are performed in accordance with the Contract.
3. CONT CT T PAC GE ELIVE BLES: The Contractor will package
deliverables in accordance with good commercial practice and shall include a packing list
showing the description of each item, the quantity and unit price unless otherwise provided in the
Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly
and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name,
address and purchase order or purchase release number and the price agreement number if
applicable, (c) Cantainer number and total number of containers, e.g. box 1 of 4 boxes, and (d)
the number of the cantainer bearing the packing list. The Cantractor shall bear cost of packaging.
Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all
the requirements af common carriers and any applicable specification. The City's count or
weight shall be final and conclusive on shipments not accompanied by packing lists.
4. S IP ENT ER SERVATI N P O I ITE : The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5. TITLE S OF LOSS: Title to and risk of lass af the deliverables shall pass to the City
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substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
thejab.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disabedient, has knowingly or repeatedly violated safety regulations, has possessed
any iirearms, or has passessed or was under the influence of alcohol or drugs on the job, the
Contractar shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
I igration: The Contractor represents and warrants that it shall comply with the requirements
of the ITT1TT11gTatlOri Reform and Control Act of 1986 and 1990 regarding employment
verification and retention of verification forms for any individuals hired on or after November 6,
1986, who will perform any labor or services under the Contract and the Illegal Immigration
Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996.
11. CO PLIANCE WIT EALT , SAFETY, AN ENVIR N ENTAL
GULATIONS: The Contractor, it's Subcontractors, and their respective emplayees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulatians in the performance af the services, including but not limited ta
those promulgated by the City and by the Occupational Safety and Health Administratian
(OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractar
shall indemnify and hold the City harmless fram and against all claims, demands, suits, actions,
judgrnents, fines, penalties and liability of every kind arising fram the breach of the Contractor's
obligations under this paragraph.
Environmental Protectian: The Respandent shall be in compliance with all applicable
standards, orders, ar regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C.
§7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et
seq.}.
12. INVOICES:
A. The Cantractor shall submit separate invoices in duplicate on each purchase order ar 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 ust include a unique nnvoice number, tbe purchase order or delivery
order number and the master agreement number if applicable, the epartment's Na e,
and the name of the paint of contact for tLe epart ent. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the
freight waybill, when applicable, shall be attached to the invoice. The Contractor's name,
remittance address and, if applicable, the tax identification number an the invoice must exactly
match the information in the Vendor's registration with the City. Unless atherwise instructed in
writing, the City may rely on the remittance address specified on the Contractor's invoice.
C. Invoices for labar shall include a copy af a11 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 grauped by work order number. Time billed for labar shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Cantractor shall pass thraugh all
Subcantract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount.
FILE 5765
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All praper 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. If payment is nat ti ely made, (per paragraph A); interest shall accrae on the unpaid
balance at the lesser of the rate speci�ed in Texas Government Code Section 2251.025 or
the maximum lawful rate; except, if payment is not timely made for a reason for which the
City may withhold payment hereunder, interest shall not accrue until ten (10) calendar
days after the grounds for withholdfng payment have been resolved.
C. If partial shipments ar deliveries are authorized by the City, the Cantractar will be paid for the
partial sYupment or delivery, as stated above, provided that the invoice matches the slupment or
delivery.
D. The City may withhold or set off the entire payment ar part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Cantractor is
required to
provide, are filed or reasanable evidence indicating probable filing of such claims;
iii. failure af the Contractor ta pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City ar the City's agents, employees or contractors,
which is not covered by insurance required to be pravided by the Contractar;
v. reasonable evidence that the Cantractor'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 Cantractor to submit proper invoices with purchase order number, with
all required attachments and supporting documentatian, or
vii. failure af the Contractor ta comply with any material pravision of the Contract
Dacuments.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may affset indebtedness awed the City through payment withholding. �
F. Payment will be made by check unless the parties mutually agree to payment by credit card ar
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card ar electranic funds transfer.
G. The awarding or continuatian of this contract is dependent upon the availability of funding.
The City's payment obligations are payable only and solely from funds Appropriated and
available for this contract. The absence of Apprapriated or other lawfully available funds shall
render the Contract null and void to the extent funds are not Appropriated or available and any
deliverables delivered but unpaid sha11 be returned to the Contractor. The City shall provide the
Contractar written notice of the failure of the City to make an adequate Apprapriation for any
fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to
an amount insufficient to permit the City to pay its obligations under the Contract. In the event of
none or inadequate apprapriation of funds, there will be no penalty nor removal fees charged to
the City.
14. T VEL E ENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Cantractor, unless otherwise stated in the contract terms. During the
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Cantractor shall comply with all requirements appraved by the City. The Contractar shall not
initially emplay any Subcantractor except as provided in the Contractor's Plan. The Cantractor
shall not substitute any Subcontractor identified in the Plan, unless the substitute has been
accepted by the City in writing. No acceptance by the City of any Subcontractor shall canstitute
a waiver of any rights or remedies of the City with respect to defective deliverables provided by
a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a
manthly Subcantract Awards and Expenditures Report to the Procurement Manager, no later
than the tenth calendar day of each manth.
B. Work performed for the Contractar by a Subcantractor shall be pursuant to a written contract
between the Contractor and Subcantractor. The terms of the subcantract may not conflict with
the terms af the
Contract, and shall cantain provisions that:
i. require that all deliverables to be provided by the Subcantractor be provided in strict
accordance with the pravisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor fram further subcontracting any partion of the Cantract
without the prior wriitten consent of the City and the Contractar. The City may require, as
a conditian to such further subcontracting, that the Subcontractor past a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcantractors to submit all invoices and applicatians for payments, including
any claims for additional payments, damages or atherwise, to the Contractar in sufficient
time to enable the Cantractor to include same with its invoice or application for payment
to the City in accardance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, thraughout the term af their
cantract, insurance in the type and amounts specified for the Contractor, with the City
being a named insured as its interest shall appear; and
v. require that the Subcantractor indemnify and hald the City harmless ta the same extent
as the Cantractor is required to indemnify the City.
C. The Cantractor shall be fully responsible to the City far all acts and omissians af the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Cantract shall create for the benefit af any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on
the part of the City to pay or to see to the payment of any moneys due any such Subcontractor
except as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor not later than ten (10) calendar days after receipt of payment from the City.
19. WA NTY-P CE:
A. The Contractar warrants the prices quated in the Offer are no higher than the Contractor's
current prices on orders by others far like deliverables under similar terms of purchase.
B. The Contractar certiiies that the prices in the Offer have been arrived at independently
without consultation, communicatian, or agreement for the purpase of restricting competition, as
to any matter relating to such fees with any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct fram any amounts owed to the
Contractor, or otherwise recaver, any amounts paid for items in excess of the Contractor's
current prices on orders by athers for like deliverables under similar terms of purchase.
20. WA NTY — TITLE: The Contractor warrants that it has gaod and indefeasible title to
all deliverables furnished under the Contract, and that the deliverables are free and clear of all
FILE 5765
liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the
City harmless from and against all adverse title claims to the deliverables.
21. WA NTY — ELIVE LES: The Contractar warrants and represenis that all
deliverables sold the City under the Contract shall be free from defects in design, workmanship
or manufacture, and conform in all material respects to the speciiicatians, drawings, and
descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms,
covenants and conditions of the Contract, and to a1I applicable State, Federal or local laws, rules,
and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the
deliverables shall be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractar may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law; and any attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Cantract, the warranty periad shall be at least one year from
the date of acceptance of the deliverables or from the date of acceptance of any replacement
deliverables. If during the warranty periad, one or more af the above warranties are breached, the
Contractar shall promptly upon receipt of demand either repair the nan-canforming deliverables,
or replace the non-conforming deliverables with fully conforming deliverables, at the City's
option and at no additional cost to the City. All costs incidental to such repair or replacement,
including but not limited to, any packaging and shipping costs shall be borne exclusively by the
Contractor. The City shall endeavor to give the Contractor written notice of the breach of
warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to
give timely notice shall not impair the City's rights under this section.
D. If the Contractor is unable ar unwilling to repair or replace defective or non-conforming
deliverables as required by the City, then in addition to any other available remedy, the City may
reduce the quantity of deliverables it may be required to purchase under the Contract fram the
Cantractor, and purchase conforming deliverables from other sources. In such event, the
Contractar shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such deliverables from another saurce.
E. If the Contractar is not the manufacturer, and the deliverables are covered by a separate
manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty
to the City. If for any reason the manufacturer's warranty cannot be fully transferred ta the City,
the Contractor shall assist and cooperate with the City ta the fullest extent to enforce such
manufacturer's warranty for the benefit of the City.
22. A NTY — SERVICES: The Contractor warrants and represents that all services ta be
provided the City under the Contract will be fully and timely performed in a good and
workmanlike manner in accordance with generally accepted industry standards and practices, the
terms, conditions, and cavenants of the Cantract, and all applicable Federal, State and local laws,
rules or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law, and any attempt to do sa shall be without farce 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 mare of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additianal cast to the City. All costs incidental to such
additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach af warranty within thirty (30) calendar days of discovery
�
of the breach warranty, but failure to give timely notice shall not impair the City's rights under
this sectian.
C. If the Contractor is unable or unwilling to perform its services in accardance with the above
standaxd as required by the City, then in addition to any other available remedy, the City may
reduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources. In such event, the Contractor
shall pay to the City upon demand the increased cast, if any, incurred by the City to procure such
services from another source.
23. ACCEPT CE F INC PLETE N N-CONF ING ELI LES: If,
instead of requiring immediate correction or removal and replacement of defective or non-
canforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall
pay all claims, casts, losses and damages attributable to the City's evaluation of and
determination to accept such defective or non-conforming deliverables. If any such acceptance
occurs prior to final payment, the City may deduct such amounts as are necessary ta compensate
the City for the diminished value of the defective or non-conforming deliverables. If the
acceptance occurs after final payment, such amaunt will be refunded to the City by the
Contractor.
24. G T TO ASSU NCE: Whenever one party to the Contract in gaod faith has reason to
question the other party's intent to perform, demand may be made to the other party for written
assurance of the intent to perform. In the event that no assurance is given within the time
specified after demand is made, the demanding party may treat this failure as an anticipatory
repudiation of the Contract.
25. ST P WO NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation af Federal, State, or lacal
guidel�nes, or in a manner that is determined by the City ta be unsafe to either life or property.
Upon notificatian, the Contractor will cease all wark until notified by the City that the violation
or unsafe conditian has been corrected. The Cantractor shall be liable for all costs incurred by
the City as a result of the issuance of such Stap Work Notice.
26. EFAULT: The Contractor shail be in default under the Contract if the Contractor (a) fails
to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails
to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or
seeks relief under the b ptcy laws of the United States or (d) makes a material
misrepresentatian in Contractor's Offer, ar in any report or deliverable required to be submitted
by the Contractor ta the City.
27. TE INATI N FO CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
ten (10) day period, cures such default, or provides evidence sufficient to prave to the City's
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled ta recover all actual damages, costs,
lasses and expenses, incurred by the City as a result of the Contractor's default, including,
without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and
post judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
�
Cantractor, the City may remove the Contractor from the City's vendor list for three (3) years
and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All
rights and remedies under the Contract are cumulative and are not exclusive af any other right or
remedy provided by law.
28. TE INATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written
notice. Upon receipt af a notice af termination, the Contractor shall promptly cease all further
work pursuant ta the Cantract, with such exceptions, if any, specified in the notice of
termination. The City shall pay the Contractar, to the extent af funds Apprapriated or atherwise
legally available for such purposes, for all goods delivered and services performed and
abligatians incurred prior to the date of termination in accordance with the terms hereof.
29. F UD: Fraudulent statements by the Contractor an any Offer or in any report or
deliverable required ta be submitted by the Contractor to the City shall be graunds for the
terminatian af the Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written natice to the Cantractor
if the City deems it is in its best interest. If such delay causes an increase in the cost of the wark
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Cantractor in the Contract price and execute an amendment to the Cantract. The
Cantractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice af delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution pracess specified in paragraph 49. However, nothing in this provisian shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its abligations
under this Contract if, while and ta the extent such default ar delay is caused by acts of God, fire,
riots, civil commotion, labor disruptions, sabatage, sovereign conduct, or any other cause beyond
the reasonable contral af such Party. In the event af default or delay in contract performance due
to any of the foregoing causes, then the time for completian of the services will be extended;
pravided, hawever, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to avercome the effect of
such failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes af actian,
judgments and liability of every character, type ar description, including all reasonable
costs and expenses af litigatian, mediatian ar other altemate dispute resalution
mechanism, including attarney and other professional fees for: (1) damage to or loss of
the property of any person (including, but not limited to the City, the Contractor, their
respective agents, officers, employees and subcontractors; the officers, agents, and
employees of such subcantractors; and third parties); and/or (2) death, badily injury,
illness, disease, worker's compensation, loss af services, or loss of income or wages to
any person (including but not limited ta the agents, afficers and employees of the City,
the Contractor, the Contractar's subcantractors, and third parties), ii. "Fault" shall include
the sale of defective or nan-conforming deliverables, negligence, willful misconduct or a
FILE 5765
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delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified ar
Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed
delivered upon receipt by the addressee. Routine communications may be made by first class
mail, telefax, or other commercially accepted means. Notices ta the Contractor shall be sent to
the address specified in the Contractor's Offer, or at such other address as a party may notify the
other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton,
Texas 76209 and marked to the attention of the Purchasing Manager.
35. G TS TO I, P POSAL AN C NT CTUAL ATE AL: All material
submitted by the Contractor to the City shall became property af the City upon receipt. Any
portions of such material claimed by the Contractor to be praprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public
Infarmation Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title
to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the
specifications in the Contract will not infringe, directly or contributorily, any patent, trademark,
copyright, trade secret, or any other intellectual praperty right of any kind of any third party; that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor daes not know of any valid basis for any such claims. The
Cantractor shall, at its sole expense, defend, indemnify, and hold the City harmless fram and
against all liability, damages, and costs (including court costs and reasonable fees of attarneys
and other professionals) arising out of or resulting from: (i) any claim that the City's exercise
anywhere in the world of the rights associated with the City's' ownership, and if applicable,
license rights, and its use of the deliverables infringes the intellectual property rights of any third
party; or (ii) the Contractor's breach of any of Contractar's representations or warranties stated
in this Contract. In the event of any such claim, the City shall have the right ta manitor such
claim or at its optian engage its own separate counsel to act as ca-counsel on the City's behalf.
Further, Contractor agrees that the City's specifications regarding the deliverables shall in no
way diminish Contractor's warranties or obligations under this paragraph and the City makes na
warranty that the production, development, or delivery of such deliverables will not impact such
warranties of Contractor.
37. CONFIDENTIALITY: Ir� order to pravide the deliverables to the City, Contractar may
require access to certain af the City's and/ar its licensors' confidential informatian (including
inventions, employee infarmatian, trade secrets, confidential know-how, confidential business
infarmation, and other information which the City or its licensars consider confidential)
(collectively, "Confidential Information"). Contractor acknowledges and agrees that the
Confidential Infarmation is the valuable property of the City and/or its licensors and any
unauthorized use, disclosure, dissemination, or other release of the Confidential Infarmation will
substantially �njure the City and/or its licensors. The Contractor (including its employees,
subcontractors, agents, or representatives) agrees that it will maintain the Confidential
Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, ar
atherwise use the Confidential Information without the prior written consent of the City ar in a
manner not expressly permitted under this Agreement, unless the Confidential Information is
required to be disclosed by law or an order of any court or other governmental authority with
proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such
FILE 5765
infarmation so as to permit the City reasonable time to seek an appropriate protective order. The
Contractor agrees to use protective measures no less stringent than the Contractor uses within its
own business to pratect its own most valuable information, which protective measures shall
under all circumstances be at least reasonable measures to ensure the continued confidentiality of
the Confidential Information.
38. WNE S IP AN USE F ELI LES: The City shall own all rights, titles, and
interests throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor
agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each af its employees ta assign the entire
right, title, and interest to specific inventions under such patentable subject matter to the City and
to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
the City, to the City upon request by the City.
B. Copyrighis. As to any deliverables containing copyrightable subject matter, the Contractor
agrees that upon their creation, such deliverables shall be considered as work made-for-hire by
the Contractor for the City and the City sha11 own all copyrights in and to such deliverables,
provided however, that nothing in this Paragraph 38 sha11 negate the City's sole or jaint
ownership of any such deliverables arising by virtue of the City's sale or joint authorship of such
deliverables. Should by operation of law, such deliverables not be considered works made-for-
hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees
providing services to the City hereunder to execute, acknowledge, and deliver an assignment to
the City o�} all worldwide right, title, and interest in and to such deliverables. With respect to
such work made-for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause
each of its employees providing services to the City hereunder to execute, acknowledge, and
deliver a work-made-for-hire agreement, in a form to be reasanably approved by the City, ta the
City upon delivery of such deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknawledge, and deliver all applicatians, specifications, oaths,
assignments, and all ather instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protectian, mask work registration, trademark registration
and/or protection, letters patent, or any similar rights in any and all countries and in order to
assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right,
title, and interest in and ta the deliverables. The Cantractor's obligations to execute,
acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or
papers such as thase described in this Paragraph 38 a., b., and c. shall continue after the
terminatian of this Contract with respect ta such deliverables. In the event the City should nat
seek ta obtain copyright protection, mask work registration or patent protectian for any of the
deliverables, but shauld desire to keep the same secret, the Contractor agrees ta treat the same as
Canfidential Infartnation under the terms of Paragraph 37 above.
39. PU LICATI NS: All published material and written reports submitted under the Contract
must be originally developed material unless atherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40. VE TISING: The Contractor shall nat advertise or publish, without the City's prior
FILE 5765
consent, the fact that the City has entered into the Contract, except to the extent�required by law.
41. NO CONTINGENT FEES: The Contractar warrants that no person or selling agency has
been employed ar retained to solicit or secure the Cantract upon any agreement ar understanding
far commission, percentage, brokerage, or contingent fee, excepting bona fide employees of
bona fide established commercial or selling agencies maintained by the Contractor far the
purpose af securing business. Far breach or violation of this warranty, the City shall have the
right, in addition ta any other remedy available, to cancel the Contract without liability and to
deduct from any amounts owed to the Cantractar, or otherwise recover, the full amount of such
commission, percentage, brokerage or contingent fee.
42. G TUITIES: The City may, by written notice to the Contractor, cancel the Contract
without liability lf lt is determined by the City that gratuities were offered or given by the
Cantractor or any agent or representative of the Contractor to any officer or employee of the City
of Denton with a view toward securing the Contract or securing favorable treatment v�rith respect
to the awarding or amending or the making of any determinatians with respect to the performing
of such contract. In the event the Contract is canceled by the City pursuant to this provision, the
City shall be entitled, in addition to any other rights and remedies, ta recover or withhold the
amount af the cost incurred by the Contractor in praviding such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, ar elected official of the City who is involved in the
develapment, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, af the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of
Interest Questionnaire.
44. EPEN ENT CONT CTO : The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall
be those of an independent cantractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established far employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
warker's compensation, ar any other City employee benefit. The City shall not have supervisian and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractar sha11 perform the services hereunder according to the atta.ched specifications at the
general direction of the City Manager of the City of Denton, Texas, or his designee under this
agreement. The contractor is expressly free to advertise and perform services far other parties while
perfarming services for the City.
45. ASSIGN ENT- ELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successars and assigns, provided
however, that no right or interest in the Contract sha11 be assigned and no obligation shall be
delegated by the Cantractor without the prior written cansent of the City. Any attempted
assignment or delegatian by the Contractor shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits an any person, firm or entity
FILE 5765
not a party hereto; it being the intention of the parties that there are na third party beneficiaries to
the Contract.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in
whole or in part by a waiver or renunciation af the claim or right unless the waiver or
renunciation is supported by consideration and is in writing signed by the aggrieved party. Na
waiver by either the Contractar or the City of any one or more events af default by the ather
party shall operate as, ar be construed to be, a permanent waiver af any rights or obligations
under the Cantract, or an express or implied acceptance of any other existing or future default or
defaults, whether of a similar ar different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractar invoice, order ar other
document shall have any force or effect to change the terms, covenants, and conditians of the
Contract.
48. INTE TATION: The Cantract is intended by the parties as a final, complete and
exclusive statement af the terms af their agreement. No course of priar dealing between the
parties ar course of performance ar 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 af the parties that all provisions be construed in a manner to be fair to both
parties, reading na provisians more strictly against ane party or the other. Whenever a term
defined by the Uniform Commercial Cade, as enacted by the State af Texas, is used in the
Contract, the UCC definition shall control, unless otherwise defined in the Cantract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate priar to prosecuting a suit for damages. Hawever, this section daes nat prohibit the
filing of a lawsuit to tall the running of a statute of limitatians or ta seek injunctive relief. Either
party may make a written request 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 pariy shall include, at a minimum, one (1) senior level individual with decision-
making authority regarding the dispute. The purpose of this and any subsequent meeting is to
attempt in goad faith to negotiate a resalution of the dispute. If, within thirty (30) calendar days
after such meeting, the parties have not succeeded in negotiating a resalution af the dispute, they
will proceed directly to mediation as described below. Negotiatian may be waived by a written
agreement signed by both parties, in which event the parties may proceed directly to mediation
as described below. .
B. If the effarts to resolve the dispute through negotiation fail, or the parties waive the
negatiatian pracess, the parties may select, within thirty (30) calendar days, a mediatar trained in
mediation skills to assist with resolution of the dispute. Should they choose this option; the City
and the Contractor agree to act in goad faith in the selectian of the mediator and to give
cansideration to qualified individuals nominated to act as mediatar. Nothing in the Contract
prevents the parties from relying on the skills of a person wha is trained in the subject matter of
the dispute ar a contract interpretatian expert. If the parties fail to agree an a mediator within
thirty (30) calendar days of initiation of the mediation process, the mediatar shall be selected by
the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to
participate in mediation in goad faith for up to thirty (30) calendar days from the date of the first
FILE 5765
mediation sessian. The City and the Contractar will share the mediator's fees equally and the
parties will bear their own costs af participation such as fees for any consultants or attorneys they
may utilize to represent them or otherwise assist them in the mediation.
50. S ICTI N AN NUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as
adopted in Texas, V.T.C.A., Bus. & Comm. Cade, 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 County, Texas and the parties agree
to submit to the exclusive personal jurisdiction of such courts. The foregoing, hawever, shall not
be construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief fram any competent authority as contemplated herein.
51. INVALI ITY: The invalidity, illegality, or unenforceability of any provision of the
Cantract shall in no way affect the validity or enforceability of any other portion or provision of
the Contract. Any void provision shall be deemed severed from the Contract and the balance of
the Contract shall be construed and enforced as if the Contract did not contain the particular
portion or provision held to be void. The parties further agree to reform the Contract to replace
any stricken provisian with a valid provision that comes as clase as possible to the intent of the
stricken provision. The provisions of this sectian shall not prevent this entire Contract from
being vaid should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The fallowing holidays are observed by the City:
New Year's Day (abserved)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
New Year's Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal
Holiday falls on Sunday, it will be observed on the following Monday. Normal hours af
operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of
Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of
operation must be approved by the City Manager of Denton, Texas or his authorized designee.
53. SU V ILITY OF O LIGATIONS: All provisions of the Contract that impose
cantinuing obligations on the parties, including but not limited ta the warranty, indemnity, and
canfidentiality obligations of the parties, shall survive the expiration or terminatian of the
Contract.
54. N N-SUSPENSI N E A ENT CE TIFICATI N:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
FILE 5765
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list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and a11 fees and taxes are the responsibility of the
respondent.
59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Deternunation at
Q�����.,��������'' ����� ����;���'�������� ����ui�a��_��m.���;���IT�����w, and at the Wage Determinations website
����°� �� � ���.� for Denton County, Texas (WD-2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The
Respondent must comply with all applicable laws at all times, including, without limitation, the
following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas
Penal Code, which prohibits the offering or conferring of benefits to public servants. The
Respondent shall give all notices and comply with all laws and regulations applicable to
furnishing and performance of the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate
on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section
530 of the Revenue Act of of 1978, dealing with issuance of Form W-2's to common law
employees. Respondent is responsible for both federal and State unemployment insurance
coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure
compliance with all federal and State t� laws and withholding requirements. The City of Denton
shall not be liable to Respondent or its employees for any Unemployment or Workers'
Compensation coverage, or federal or State withholding requirements. Contractor shall
indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from
Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C.
701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may
hereafter be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property
FILE 5765
and equipment caused by the Respondent and its employees, agents, subcontractors, and
suppliers, including any delivery or cartage company, in cannection with any performance
pursuant ta the Contract. The Respondent shall notify the City af Denton Procurement Manager
in writing of any such damage within one (1) calendar day.
64. FO CE MAJEU : The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract shauld it be prevenied from performance by an
act of war, order of legal authority, act of God, or ather unavoidable cause not attributable to the
fault or negligence of the City of Denton. In the event af an occurrence under this Section, the
Respondent will be excused from any further performance ar observance of the requirements so
affected far as lang as such circumstances prevail and the Respondent continues ta use
commercially reasonable efforts ta recommence performance ar observance whenever and to
whatever extent possible without delay. The Respondent shall immediately natify the City of
Denton Pracurement Manager by telephone (ta be confirmed in writing within five (5) calendar
days of the inceptian af such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance ar delay in perfarmance.
65. NON-WAIVER OF GHTS: Failure of a Party to require performance by anather Party
under the Contract will not affect the right of such Party to require performance in the future. Na
delay, failure, ar waiver af either Party's exercise or partial exercise of any right or remedy under
the Contract shall aperate to limit, impair, preclude, cancel, waive ar otherwise affect such right
or remedy. A waiver by a Party af any breach af any term of the Contract will nat be canstrued
as a waiver af any continuing or succeeding breach.
66. NO WAIVER OF SOVE IGN IMMUNITY: The Parties expressly agree that no
provision of the Contract is in any way intended to canstitute a waiver by the City of Dentan af
any immunities fram suit or fram liability that the City af Denton may have by aperation of law.
67. CO S TENTION: The Respandent shall retain all financial records, supporting
dacuments, statistical records, and any other recards or books relating ta the perfarmances called
for in the Cantract. The Respondent shall retain all such records for a period of four (4) years
after the expiration of the Contract, ar until the CPA ar State Auditor's Office is satisfied that all
audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant
access to all boaks, records and documents pertinent to the Contract to the CPA, the State
Auditor of Texas, and any federal governmental entity that has autharity to review recards due to
federal funds being spent under the Contract.
Should a canflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract
shall take precedence over any and all contract documents to the extent of such conflict.
1. Final'negotiated contract
2. City's standard terms and conditions
3. Purchase order
4. Supplier terms and conditions
FILE 5765
.
.
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���a�m° vendor or other ��s►���M�r ��r��w ��, business with locai r����.��°�����u��n����l �M��i�� ��
This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session,
This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person wha has a business relatianship
as defined by Section 176.001(1-a) with a lacal governmental entity and the person meets requirements under Section 176.006(a). '
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the 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.
Name of erson who has a business relationshi uwith local overnmen mmmIT����W�WWWW�mm W����WW ��WWWW�� mmmmmmmmmm�
� ........ P ..... p g tal entity.
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y g p p °ously filed questionnalre.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7'" business
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3 Name of local government off'icer 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 afficer with whom the filer has an employment or other husiness relationship as
defined hy 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 secUan 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 af the local
govemment ofticer named in this section AND the taxable income is not received from the local govemmental entity?
� Yes � No
C. Is the filer of this questionnaire employed by a corporation or oYher business entity with respect to which Yhe local governrnent ofticer serves as an
officer or director, or holds an ownership of 10 percent or more?
� Yes � No
D, Describe each affiliation or business relationship.
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� of Interest to disclose.
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"`�"" �""" "'�� (:tK I IrIC:A I t Ur LIAI31L1 I Y INSUKANC:t � 02/13/2015
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR P��CN#���1�, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy�ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER
Pinkerton Insurance Agency
6133 Rockside Road, Suite 402
Inpepentlence, OH 44737
Ncel T. Pinkerton III
INSURED Ecoverse Industries Ltd.
DBA Harvest Quest
International, Inc.
Attn: Shane Donnelly
1265 Lear Industrial Pkwy
Avon, OH 44017
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DENTO-1
CITY OF DENTON
1100 MAYHILL ROAD
DENTON, TX 76208
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISION3.
AUTHORIZED REPRESENTATIVE
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EXHIBIT D
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Harvest Quest International, Inc.
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Ms. Gayla Wright
Beneficial Reuse Manager
City of Denton
1100 Mayhill Road
Denton, TX 76208
Dear Gayla,
January 19, 2015
For over 20 years Harvest Quest have been manufacturing a proprietary inoculant to help
manage a range of issues at compost facilities across the US, UK, and Asia.
So what is the Harvest Quest inoculant? It is a vigorous consortium of enzyme-producing
bacteria and numerous strains of fungi. The inoculant is unique in that it contains an extraordinarily
broad array of microbes that ensure optimum performance across a wide range of fluctuating
conditions, such as seasonal changes in feedstocks and weather conditions.
The inoculant reverses the normal physics of composting by breaking down the material from
the outside in. Biological activity begins on the outside edges of the piles and the microbes move
towards the center generating high temperatures as they move.
This unique feature of our system significantly reduces the need for material handling and critically,
reduces turning, therefore, mitigating odors. Typically, the piles are not turned for an initial 3-4 week
period by which time the materials are sufficiently degraded and have an earthy soil like odor.
In addition, the finished compost has been shown to contain extremely high populations of
beneficial microbes and is being utilized in high value applications for turF grass establishment &
maintenance and disease suppression in a va�iety of horticultural and agricultural applications.
As you are aware, our composting methodology known as the Modified Static Aerobic Pile
(MSAP) Method was recently approved for use in the Water Quality Program by the Texas Commission
on Environmental Quality (TCEQ).
Based on the results of our recent trials, I would like to propose the following:
1. Marvest Quest (HQ) will continue to work with The City of Denton to further develop
optimum procedures for both the processing and curing phases of your composting
operations and will provide ongoing technical assistance.
Harvest Quest International, Inc.
1265 Lear Industrial Parkway
Avon, Ohio 44011
FILE 5765 Tel: (440) 937 3225 www,Ecoverse,net
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2. HQ will also provide assistance, on a best efforts basis, in the development and guidance
for marketing of end products for new niche markets, i.e. golf course topdressings, soil
remediation blends.
3. HQ will supply one hundred and four (104) super sacks of inoculant (organic catalyst)
annually, which is sufficient to treat up to 18,480 wet tons of biosolids (24,000 cubic
yards). The biosolids will be mixed with suitable bulking agents at a 3.5:1(v:v) ratio.
4. The City of Denton will pay HQ $2.00 for each wet ton of biosolids processed ($1.54 per
cubic yard) and will also cover reasonable freight charges for delivery of inoculant.
5. HQ will invoice the City of Denton at the end of each month; with charges based on the
number of tons/cubic yards of biosolids processed during that period. Payment terms
will be 30 days.
In summary, the cost for inoculant annually will be approximately $36,960.00 (24,000 c/y biosolids x
$1.54J. This equates to $355.38 per super sack of inoculant. Freight charges are estimated to be
$1,450.00 per load (26 super sacks per load), with a requirement for four (4) loads per annum
($1,450.00 x 4=$5,800.00). This brings the estimated annual cost to $42,760.00
We look forward to a long and mutually beneficial working relationship.
Yours sincerely,
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Darren Midlane
Chief Technical Officer
Harvest Quest International, Inc.
An EcoVerse Company
Tel: 321-246-7976
Harvest Qusst I�rternational, Inc.
1265 Lear Industrial Parkway
Avon, Ohio 44071
Tel: (440) 937 3225 www.Ecoverse.net
FILE 5765
EXHIBIT 3
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America's Leading Edge in Organics Recycling
Ms. Gayla Wright
Beneficial Reuse Manager
City of Denton
1100 Mayhill Road
Denton, TX 76208
January 29, 2015
Dear Gayla,
The inoculant (organic catalyst) product quoted in our proposal dated January 19t" is a
proprietary blend of organic materials and microbes manufactured solely by Harvest Quest. It
is totally unique product and cannot be obtained from any other source.
Yours sincerely,
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Darren Midlane
Chief Technical Officer
Harvest Quest International, Inc.
An Ecoverse Company
Tel: 321-246-7976
arvost ues4 Internatlonal, Inc.
1265 Lear Industrlal Par ay
von, hio 011
Tel; (440) 937 3225 www.Ecoverse.net