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AmendmenttoContractɋOrdinanceNo.18184611/13/18JR
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EFFECTIVE DATE.
WHEREAS, the City seeks to drive new business creation and job growth by fostering a
sustainable startup community for entrepreneurs primarily in early-stage tech and tech -enabled
businesses; and
WHEREAS, to achieve this public purpose, the City leased a commercial space of
approximately9,000 square feet at 61 • Denton,- • 1 Rail Yard
Partners, Ltd. ("Stoke Denton"); and
WHEREAS, the City solicited, received, and reviewed competitive proposals for the
management of Stoke Denton in accordance with State law procedures and City ordinances; and
WHEREAS, the City Manager or a designated employee has received and recommended
that the herein described proposal is the most advantageous to the City considering the relative
importance of price and the other evaluation factors included in the request for proposal; NOW,
THEREFORE,
SECTION 1. The findings and recitations contained in the preamble of this ordinance are
incorporated herein by reference.
SECTION 2. The attached Contract by and between City of Denton, Texas and Hickory
Rail Ventures, LLC ("Contract") is hereby accepted and approved as being the most
advantageous to the City considering the relative importance of price and the other evaluation
factors included in the Request for Proposal No. 6571 on file in the office of the Purchasing Agent.
SF( 1 i ')� r , By the acceptance and approval of the attached Contract, the City accepts
the offer of the person(s) submitting the proposal for RFP 6571 and agrees to accept the services
in accordance with the terms and conditions contained in the RFP, the proposal, and related
documents.
t ^_C w 1 JON 4. The City Manager of the City of Denton, Texas, or his designee, is authorized
to execute the attached Contract, and the City Council 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 6571 to the City Manager, or his designee.
SECTION 5. This ordinance shall become effective immediately after its passage and
approval.
PASSED AND APPROVED this the (4 "day of,,f'm , 2017.
Lo",zl
l S WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND HICKORY & RAIL VENTURES, LLC
(CONTRACT 6571)
THIS CONTRACT is made and entered into this date ______________________, by and
between Hickory & Rail Ventures. LLC, a corporation, whose address is 608 E. Hickory St., Suite
128, Denton, TX 76205, by and through its authorized agent Marshall Culpepper, hereinafter
referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal
corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City
Council and subsequent execution of this Contract by the Denton City Manager or his duly
authorized designee.
WHEREAS, the City seeks to drive new business creation and job growth by fostering a
sustainable startup community for entrepreneurs primarily in early-stage tech and tech-enabled
businesses; and
WHEREAS, to achieve this public purpose, the City leased a commercial space of
approximately 9,000 square feet at 608 East Hickory, Denton, Texas 76201 from Rail Yard
Partners, Ltd.
WHEREAS, Stoke Denton is focused on the recruitment and support of tech and tech-
enabled startups, but will consider memberships of businesses in other sectors that are
complementary to a healthy startup community, reflecting a change from the original direction of
the project set in 2015; and
WHEREAS, the City desires to transition Stoke Denton from a City managed facility to a
facility managed by the Contractor as indicated herein; and
WHEREAS, Contractor has proposed target goals to increase the number of active
memberships which match the tech or tech-enabled profile; and
WHEREAS, Contractor will be responsible for payment of the Executive Director and
other program costs as outlined herein, as well as payments to the City contemplated herein in year
two and three of this Contract, if renewed;
NOW THEREFORE, for and in consideration of the covenants and agreements contained
herein, and for the mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide management services in document
RFP 6571- Management Services of the Stoke Denton Entrepreneur Center, a copy of which is on
file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract
consists of this written agreement and the following items which are attached hereto and
incorporated herein by reference:
(a) Special Terms and Conditions
(b) Sublease between City of Denton and Hickory & Rail Ventures, LLC (Exhibit
Contract # 6571
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(c) Request for Proposal (Con File at the Office of the Purchasing
Agent);
(d) City of Denton Standard Terms and Conditions D;
(e) Insurance Requirements E
(f) Certificate of Interested Parties Electronic Filing (Exhibit "F");
(g) (Exhibit "G").
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documen
By executing this Contract below in conformance with Sec. 2270.001 of the Texas
Government Code, the Contractor verifies that the Contractor: (1) does not boycott Israel currently;
and (2) will not boycott Israel during the term of this Contract with the City of Denton. The
Contractor further certifies that the Contractor does not and will not engage in business with Iran,
Sudan, or a Foreign Terrorist Organization as defined under Section 2252.151 of the Texas
Government Code, and is not listed on the website of the Comptroller of the State of Texas
concerning the listing of companies for that purpose. Contractor further certifies that should it
enter into a contract that is on said listing of companies which do business with Iran, Sudan or any
Foreign Terrorist Organization, it will immediately notify the City of Denton.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
CONTRACTOR
HICKORY & RAIL VENTURES, LLC
BY: ______________________________
AUTHORIZED SIGNATURE
Name: ______________________________
Title: _______________________________
___________________________________
PHONE NUMBER
___________________________________
EMAIL ADDRESS
CITY OF DENTON, TEXAS
BY:
TODD HILEMAN
CITY MANAGER
Contract # 6571
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: __________________________________
Contract # 6571
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Exhibit A
Special Terms and Conditions for Management Services
I. Scope of Work. The City hereby authorizes and engages the Contractor to manage certain
operations of Stoke Denton as detailed below. The Contractor hereby accepts such engagement
subject to the terms of the Contract Documents. The Contractor hereby agrees to the following in
accordance with this Contract:
A. Definitions:
Technology (Tech) Company: A type of business that focuses primarily on the
development and manufacturing of technology. Tech companies build hardware,
software, algorithms and platforms.
Tech-Enabled Company: Businesses that leverage technology. Tech-enabled
companies use tech tools to perform or enhance their core businesses.
B. Contractor Duties.
1. Provide daily co-working space management which includes but is not limited to
providing staffing including payment of staff, office supplies, managing member
onboarding and exits, providing member support and customer service and invoicing
and payments, causing the space to be maintained and in good repair, renting
conference rooms and event space, p
Technology Services Department, and providing access to Stoke Denton after normal
work hours.
2. Handle programming and events, including but not limited to providing educational
and networking opportunities and events for members and the public.
3. Market and recruit potential members to the space through the stokedenton.com
website, social media, and other promotional and outreach activities.
4. Create and implement a mentor/advisor network by securing a roster of diverse mentors
and advisors and making them available to members for advising, networking, and
other applicable activities.
5. Create and implement a funding and investor network to offer members access to
capital investment. Such funds and investment must not be offered directly by
Contractor or its affiliate(s). The City will not be responsible for any investor
networking nor any violation of the federal or state securities laws as a result of such
networking. The Contractor shall not act as a fiduciary in providing this service.
6. Develop community partnerships by creating and maintaining relationships with
communities to provide value to members and identify opportunities for collaboration.
7. Provide a monthly financial report to the City that shows an accounting of all income
and expenses associated with the operation of Stoke Denton.
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8. Maintain the financial capacity to successfully perform services under this Contract.
9. After the first year of the Contract, if renewed, Contractor shall make payments to the
City in accordance with the program costs indicated herein and as reflected in the
Sublease in Exhibit B.
C. City Duties. The City agrees to do the following in its discretion and as is allowed under
1. The City will provide the leased space at Stoke Denton located at 608 East Hickory,
Suite 128, Denton, Texas to the Contractor for the operation of Stoke Denton at the
except as otherwise detailed herein
Commercial Lease Agreement with Rail Yard Partners, Ltd which terminates on
February 28, 2021. actual day-to-day operation of Stoke
Denton but lease of the physical space and maintenance thereof, including rent, triple
net, utilities, routine and non-routine maintenance, janitorial, printer/copier lease, pest
control, Wi-Fi firewall costs, security camera costs, the City fiber allocation, wireless
device licenses, and audio/visual system repairs and maintenance. The City will require
a sublease to be executed between Contractor and City in order to operate in the space
as of December 1, 2017. The Sublease will be in the form attached as Exhibit B hereto
and shall be executed by Contractor contemporaneously with this Contract (
. The City may, in its discretion, provide additional minor operational cost
support as negotiated between the parties. commercial lease
for the space and if the Contract is renewed for that period of time, the parties intend
that Contractor will negotiate with the owner of the property at Stoke Denton for a new
lease for the space by February 2021 to be held by Contractor. The City does not intend
to renew its Commercial Lease Agreement with Rail Yard Partners, Ltd.
2.
currently in place at Stoke Denton. The FFE will not be considered the personal
property of the Contractor or any member of Denton Stoke, and ownership of the FFE
will remain with the City of Denton throughout the term of this Contract and thereafter.
The Contractor will be liable for any damage to the FFE during the term of this
Contract.
3. The City will allow the Contractor to use the branding, logos, program markers, URL
addresses, websites and other marketing materials owned by the City only during the
performance of the services under this Contract. All intellectual property that is created
by, owned, or otherwise paid for by the City as a work for hire shall be the property of
termination of this Contract. In the event of termination, Contractor agrees to relinquish
all such property and return it to the City.
II. Program Costs. The Contractor will be allowed to charge and keep all membership fees
collected from members of Stoke Denton as of December 1, 2017 in order to operate the space,
pay for personnel, pay for supplies, and cover a partial reimbursement of rent and utilities for Stoke
Contract # 6571
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Denton as detailed below and in the separate Sublease executed contemporaneously with this
Contract. mbers of Stoke Denton for membership fees was dated
October 1, 2017 for fees due November 1, 2017. Any new members added in the month of
November 2017 will make pro-rated payments directly to the City. Collection of membership fees
as of December 1 will be the responsibility of the Contractor. Such membership fees must be
approved by the Director of Economic Development for the City of Denton.
A. In addition to paying for the costs of the Contractor Duties in Section I.B above, the
Contractor agrees to the following financial responsibilities; however, the dates as
indicated herein are initial target dates and may be modified only as agreed to by the
Director of Economic Development:
1. Salary for the Executive Director throughout the duration of this Contract and any
subsequent renewals.
2. Salary for a full-time Community Coordinator on or before July 2018 and throughout
the remainder of the Contract and any subsequent renewals.
3. Salary for a part-time Marketing Director on or before December 2018 and until
December 2019.
4. Salary for a full-time Marketing Director in lieu of part-time on or before December
2019 and throughout the remainder of the Contract and any subsequent renewals.
5. Initial Marketing Costs beginning December 2017 in the amount of $100 per month.
6. Increase in Marketing Costs beginning June 2018 to the amount of $500 per month.
7. Increase in Marketing Costs beginning December 2018 to the amount of $750 per
month.
8. Increase in Market Costs beginning in July 2019 to the amount of $1,500 per month.
9. Provide Capital Improvements to Stoke Denton in the amount of $29,000 over a three
year period, beginning February 2018. Such Capital Improvements shall include the
installation of ceiling insulation to eliminate echo and sound travel in the common work
area and provide better sound isolation between the conference rooms that share a wall
and the new layouts of the common area. Any such Capital Improvements shall be
completed in accordance with federal, state and local laws. The amount and kind of
capital improvements provided shall be reflected in the annual comprehensive report
to the city of Denton in accordance with Paragraph IV.E.2 herein. Any Capital
Economic Development prior to installation.
B. The Contractor further agrees to the additional payments to the City as follows:
1. Payment beginning Year 2 of the Contract, if renewed, in accordance with the HRV
Financial Projections Exhibit G, Contractor
shall pay to the City the amount of $1,000 per month beginning December 1, 2018 as
reimbursement for rent of the leased space at Stoke Denton. Such payment shall be
due on and payable on or before the first of each month and every first of the month
thereafter for so long as this Contract remains renewed and active.
2. Payment beginning Year 3 of the Contract, if renewed, in accordance with the HRV
Financial Projections Exhibit G, Contractor
Contract # 6571
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shall pay to the City the additional amount of $1,000 per month beginning December
1, 2019 as reimbursement for utilities of the leased space at Stoke Denton. Such
payment shall be due and payable on or before the first of each month and every first
of the month thereafter for so long as this Contract remains renewed and active.
3. If payments are not timely made in accordance with this paragraph, interest shall accrue
on the unpaid balance at the maximum lawful rate. Contractor understands that the
City is not charging a damage deposit for lease of Stoke Denton and any damages to
the property will be billed to the Contractor as separate amounts due and owing above
and beyond the payments as described herein. The Contractor agrees to pay such
additional amounts within 30 days of invoicing by the City or as otherwise stated in the
Sublease Agreement. Any payments will be made by check unless the parties mutually
agree to payment by credit card or electronic transfer of funds. Checks shall be payable
to the City of Denton and sent to the Director of Economic Development.
III. Contract Term and Termination. The Contract term will be for an initial one (1) year period,
effective from the date of the award as determined by the City of Denton Purchasing Department.
The City will have the option to renew the Contract for additional one-year period(s) at its
discretion but in no event shall the Contract extend beyond the February 28, 2021 lease
termination date. The Contract may be terminated by the City with thirty (30) days written notice
to the Contractor; provided that, in the event of nonrenewal due to the City not allotting or
appropriating sufficient funds for the renewed fiscal year, the City may terminate this Contract
without notice. The following conditions will be grounds for automatic termination without notice
during the term of the Contract: (1) Failure to meet the metrics and deliverables as stated herein or
Contractor otherwise is in breach of this Contract; (2) Stoke Denton is destroyed by casualty; (3)
Stoke Denton is taken by eminent domain either in whole or in part; (4) Contractor applies for,
consents to, or is involuntarily subjected to receivership, trustee, or liquidator of all or substantially
all of its assets; (5) Contractor files for bankruptcy or becomes otherwise insolvent; (6) Contractor
fails to provide or maintain insurance for the Stoke Denton operation; and (7) any other cause
D. Termination of
the Contract will result in termination of the Sublease. In the event of termination of the Contract,
Contractor shall leave Stoke Denton, return all of Stoke Denton property to the City and leave
Stoke Denton in its original condition except for any capital improvements completed shall remain
on the property.
IV. Deliverables and Performance Metrics. The Contractor must produce the following
deliverables and metrics:
A. Members
1. Metrics
a. Number of active memberships
b. Percentage of tech or tech-enabled members
c. Member satisfaction
2. Deliverables
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a. Economic Development detailing
the number, type, and company name of active memberships, the percentage of tech
or tech-enabled members, and the results of the monthly member satisfaction
survey.
B. Marketing
1. Metrics
a. Number of regional startup and tech event sponsorships
b.
c. Active daily use of Stoke social media
2. Deliverables
a.
Development by January 1, 2018, detailing how the Contractor will actively market
Stoke to entrepreneurs, startups, tech companies, and remote workers within a 50-
mile radius.
b.
the number of event sponsorships, number of blog posts, and pages views, reach,
post engagements, impressions, or other appropriate data of social media activity
C. Programming/Events
1. Metrics
a. Number of educational events/programs held at Stoke per month
b. Number of startup/tech events held at Stoke per month
c. Number of mentor session available/used per month
2. Deliverables
a.
the number of educational events/program, number of startup/tech events, and
number of mentor session available/used.
D. Partnerships
1. Metrics
a.
education, nonprofit, and governmental communities.
2. Deliverables
a.
Stoke partnership activities with University of North Texas, TechMill, Brand
Accelerant, Denton Angels, and other relevant entities
E. Additional Reporting
Contract # 6571
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1. Monthly f
Economic Development monthly profit and loss statements for Stoke Denton
operations and the data required under Sec. I.B.7 above.
2. Comprehensive annual report: The Contractor
Economic Development no later than November 1, 2018, an annual comprehensive
outputs and outcomes report summarizing metrics in categories A-D above, along with
information such as Stoke Member Company financial or employment growth, capital
funding success, exits, and other relevant indicators of member business health and
growth. The outputs and outcomes data in the comprehensive annual report will be used
to define metrics and deliverables in future contracts.
V. Special Events. Liquor may be allowed only at special events catered by third part(ies), so
long as the third-party caterer Dram Shop insurance, in
sufficient amounts as determined by the City of Denton.
VI. Insurance.
and Conditions. The Contractor must add the City as an additional insured on policies required
under this Contract. Moreover, the Contractor shall assume all risks in connection with the
adequacy of any insurance or self-insurance program and waives any claim against the City for
any liability, costs or expenses arising out of any uninsured claim, in part or in full, or any nature
whatsoever. The Contractor shall provide the City with a copy of the Certificate of Insurance
showing compliance with this section within a reasonable time after the effective date of this
Contract.
VII. INDEMNITY. CONTRACTOR AGREES TO INDEMNIFY, HOLD HARMLESS,
AND DEFEND THE CITY, ITS OFFICERS, OFFICIALS, AGENTS, EMPLOYEES, AND
REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR
INJURIES, DAMAGE, LOSSES AND EXPENSES INCLUDING BUT NOT LIMITED TO
CHARACTER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE
BY THE CONTRACTOR OR THE CITY OF THE DUTIES UNDER THIS AGREEMENT,
INCLUDING ALL SUCH CLAIMS OR CAUSES OF ACTION BASED UPON COMMON,
CONSTITUTIONAL, OR STATUTORY LAW, OR BASED IN WHOLE OR IN PART
UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OF THE CITY, ITS
OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSEES AND
INVITEES, OR OF THE CONTRACTOR, ITS DIRECTORS, EMPLOYEES, AGENTS
AND REPRESENTATIVES, OR CLAIMS OF ANY PAST OR FUTURE LIFE/SAFETY
CODE VIOLATIONS, OR ANY REQUIREMENT OR AWARD RELATING TO COURSE
OF EMPLOYMENT, WORKING CODNITIONS, WAGES, AND/OR COMPENSATION
OF EMPLOYEES OR FORMER EMPLOYEES AT STOKE DENTON INCLUDING
VIOLATIONS OF ANY STATE, LOCAL, OR FEDERAL EMPLOYEMNT OR OTHER
LAW WHETHER COMMON LAW OR STATUTORY, AND INJURY TO PERSONS AND
DAMAGE TO PROPERTY OR BUSINESS BY REASON OF ANY CAUSE
WHATSOEVER IN AND ABOUT STOKE DENTON OR ELSEWHERE, UNLESS SUCH
BREACH OF AGREEMENT. ANY INDEMNIFICATION SHALL APPLY
REGARDLESS OF WHETHER OR NOT SAID CLAIM, DAMAGE, LOSS OR EXPENSE
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IS COVERED BY INSRUANCE AS HEREIN PROVIDED. IN THE EVENT THAT A
CLAIM IS ASSERTED AGAINST EITHER PARTY OR BOTH, CONTRACTOR MUST
PROVIDE THE CITY WITH A COPY OF SUCH CLAIM WITHIN A REASONABLE
TIME FROM RECEIPT.
VIII. Independent Contractor Status. The Contractor is an independent contractor, and nothing
in this Contract, shall be construed or implied to create any partnership, join venture, agency,
franchise, sales representative, or employment relationship between the parties. Neither party is an
agent or representative of the other or is authorized to make any warranties or assume or create
any other obligations on behalf of the other.
IX. Compliance. Contractor must make all reasonable efforts to comply with all Federal, State,
and Local laws, rules, regulations, requirements, orders, notices, determinations, and ordinances
of the City of Denton, including without limitation, the state and local liquor authorities, and the
requirements of any insurance companies covering any of the risks against which Stoke Denton is
insured.
Contract # 6571
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EXHIBIT B
SUBLEASE
Basic Information
Effective Date: Date signed by Sublessor
Sublessor: City of Denton, a Texas home-rule municipal corporation
215 E. McKinney St., Denton, Texas 76201
Sublessee: Hickory & Rail Ventures, LLC, a Texas limited liability
company
608 E. Hickory St., Suite 128, Denton, Texas 76205
Subleased Premises: 608 E. Hickory St., Suite 128, Denton, Texas
Sublease Commencement Date: December 1, 2017
Sublease Termination Date: December 1, 2018
Sublease Term: 12 months
Sublease Rent: $1.00 per year
Permitted Sublease Use: General office use
Base Lease
Date: September 15, 2015
Landlord: Rail Yard Partners, Ltd, a Texas limited partnership
Tenant: City of Denton, a Texas home-rule municipal corporation
Premises: 608 E. Hickory St., Suite 128, Denton, Texas
A.
A.1. Sublessee agrees to
A.1.a. Sublease the Subleased Premises for the Sublease Term beginning on the Sublease
Commencement Date and ending on the Sublease Termination Date.
A.1.b. Pay the Sublease Rent to Sublessor in advance of the first day of each month.
A.1.c. leased Premises and terms of
the Base Lease, with the exception of Article Three, as they apply to the Subleased Premises.
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A.1.d. Vacate the Subleased Premises and return all keys to the Subleased Premises on
termination of this sublease.
A.1.e. I NDEMNIFY, DEFEND, AND HOLD S UBLESSOR AND S UBLESSORS AGENTS
HARMLESS FROM ANY I NJURY OR D EATH (AND ANY RESULTING OR RELATED CLAIM,
ACTION, LOSS, LIABILITY, OR REASONABLE EXPENSE, INCLUDING ATTORNEYS FEES AND
OTHER FEES AND COURT AND OTHER COSTS) OCCURRING IN ANY PORTION OF THE
S UBLEASED P REMISES. T HE INDEMNITY CONTAINED IN THIS PARAGRAPH (i) IS
INDEPENDENT OF S UBLESSEES I NSURANCE, (ii) WILL NOT BE LIMITED BY
COMPARATIVE NEGLIGENCE STATUTES OR DAMAGES PAID UNDER THE W ORKERS
C OMPENSATION A CT OR SIMILAR EMPLOYEE BENEFIT ACTS, (iii) WILL SURVIVE THE
END OF THE S UBLEASE T ERM, AND (iv) WILL APPLY EVEN IF AN I NJURY OR D EATH IS
CAUSED IN WHOLE OR IN PART BY THE ORDINARY NEGLIGENCE OR STRICT LIABILITY
OF S UBLESSOR OR S UBLESSORS AGENTS, BUT WILL NOT APPLY TO THE EXTENT AN
I NJURY IS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
S UBLESSOR OR S UBLESSORS AGENTS.
A.1.f. Maintain liability insurance for the Subleased Premises and the conduct of
the amounts stated in the
Base Lease.
A.1.g.
A.1.h. If alcohol is to be served on the Subleased Premises, comply with all State laws and
regulations and maintain host liquor liability insurance in the amounts required by the Sublessor.
A.1.i. Deliver certificates of insurance to Sublessor before the Sublease Commencement
Date and thereafter when requested.
A.2. Sublessee agrees not to
A.2.a. Use the Subleased Premises for any purpose other than the Permitted Sublease Use.
A.2.b. Create a nuisance.
A.2.c.
management of the building.
A.2.d. Permit any waste.
A.2.e. Use the Subleased Premises in any way that is extrahazardous, would increase
insurance premiums, or would void insurance on the building.
A.2.f.
A.2.g. Alter the Subleased Premises in any way other than the Capital Improvements
provided in the Contract 6571 by and Between City of Denton, Texas and Hickory & Rail
provided by approval of the Director of Economic Development for the City.
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A.2.h. Allow a lien to be placed on the Subleased Premises.
A.2.i. Assign this sublease or sublease any portion of the Subleased Premises without
are not subleases.
B.
Sublessor agrees to
B.1. Sublease the Subleased Premises to Sublessee for the Sublease Term.
B.2.
B.3.
B.4. Make available to the Subleased Premises all services and rights provided under
the Base Lease.
B.5.
C. General Provisions
Sublessor and Sublessee agree to the following:
C.1. Defaults by Sublessee are (a) failing to pay timely Sublease Rent, (b) abandoning
or vacating a substantial portion of the Subleased Premises, and (c) failing to comply within 10
days after written notice with any provision of the Base Lease, Sublease, or Management
Agreement other than the defaults set forth in (a) or (b).
C.2. enter and take possession of
the Subleased Premises, after which Sublessor may relet the Subleased Premises on behalf of
Sublessee and receive the Sublease Rent directly by reason of the reletting, and Sublessee agrees
to reimburse Sublessor for any expenditures made in order to relet, (b) enter the Subleased
terminate this sublease by written notice
and sue for damages.
C.3. Default by Sublessor is failing to comply with any provision of this sublease within
thirty days after written notice or for such lesser period provided in the Base Lease.
C.4.
is the failur
necessary for Sublessee to occupy the Subleased Premises, terminate the Sublease.
C.5. This sublease is subordinate to the Base Lease, a copy of which Sublessee
acknowledges as received.
C.6. Sublessor may retain, destroy, or dispose of any property left in the Subleased
Premises at the end of the Sublease Term.
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C.7. Sublessor has all the rights of Landlord under the Base Lease as to Sublessee.
C.8. If either party retains an attorney to enforce this sublease, the party prevailing in
D. Extension Option
Sublessor and Sublessee agree to the following:
D.1. Sublessor grants Sublessee an option to extend the Term for the two additional
continue unti
D.2.
right to possession of the Premises is terminated, (2) Sublessee assigns its interest in the sublease,
(3) Sublessee fails to timely exercise the option, or (4) default exists at the time Sublessee seeks
to exercise the option.
D.3. During the each additional term the sublease will continue as written except that
the Base Rent for First Extension Term will be $1,000.00 per month and the Base Rent and utilities
for the Second Extension Term will be $2,000.00 per month in accordance with the Management
Agreement.
D.4. The option to extend for the First Extension Term must be exercised by written
notice delivered to Sublessor 90 days before the end of the Term.
D.4. The option to extend for the Second Extension Term must be exercised by written
notice delivered to Sublessor 90 days before the end of the First Extension Term.
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Sublessor:
City of Denton, a Texas home-rule municipal
corporation
__________________________________________
Todd Hileman, City Manager
Date of Execution: ____________________
Approved as to form:
Aaron Leal, City Attorney
__________________________________________
Sublessee:
Hickory & Rail Ventures, LLC, a Texas limited
liability company
__________________________________________
Marshall Culpepper, Managing Member
Date of Execution: ____________________
Consent of Landlord
Landlord consents to this sublease by Sublessor to Sublessee.
Landlord:
Rail Yard Partners, Ltd., a Texas limited
partnership
__________________________________________
Brandon Martino, Managing Member, Orison
Holdings, LLC, a Texas limited liability company,
and general partner of Rail Yard Partners, Ltd.
Date of Execution: ____________________
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Exhibit D
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
Supplier. No Terms and Conditions contained in
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
-of-way.
1. . The Contractor shall fully and timely provide all
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package
deliverables in accordance with good commercial practice and shall include a packing list showing
the description of each item, the quantity and unit price unless otherwise provided in the
Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly
address and purchase order or purchase release number and the price agreement number if
applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the
number of the container bearing the packing list. The Contractor shall bear cost of packaging.
Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all
the requirements of common carriers and any applicable specification. The City's count or weight
shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City
only when the City actually receives and accepts the deliverables.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and
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Conditions. Unless otherwise s
all delivery and transportation charges. The City shall have the right to designate what method of
transportation shall be used to ship the deliverables. The place of delivery shall be that set forth
the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defective or non-conforming deliverables. If the City
shall
furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance
to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables
must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity.
Any non-complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the
Contractor may notify the City of the intention to cure and may then make a conforming tender
within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance with and subject to the
applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
hereby releases and holds the City harmless from and against any liability or claim for damages of
any kind or nature if the actual site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
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such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS:
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions,
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
address and, if applicable, the tax identification number on the invoice must exactly match the
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work-hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount. The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
bles or of the invoice being received
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
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may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to provide, are filed or reasonable evidence indicating probable filing of such
claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage
which is not covered by insurance required to be provided by the Contractor;
time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all
required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
d and available for
this contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not Appropriated or available and any deliverables
delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor
written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of none or
inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the contractor shall bill and the City shall reimburse contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
negotiated.
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all work
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
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compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
under the Cit
other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost
of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress
or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are
completed and resolved. These books, records, documents and other evidence shall be available,
within ten (10) business days of written request. Further, the Contractor shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records, documents and
other evidence pertaining to the Contract, and to allow the City similar access to those documents.
All books and records will be made available within a 50 mile radius of the City of Denton. The
cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater.
If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel
costs, must be borne by the Contractor which must be payable within five (5) business days of
receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day
of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the
terms of the Contract, and shall contain provisions that:
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i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City
being a named insured as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor not later than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's
current prices on orders by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current
prices on orders by others for like deliverables under similar terms of purchase.
20. WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
claims, security interests and encumbrances. The Contractor shall indemnify and hold the City
harmless from and against all adverse title claims to the deliverables.
21. WARRANTY DELIVERABLES: The Contractor warrants and represents that all
deliverables sold the City under the Contract shall be free from defects in design, workmanship or
manufacture, and conform in all material respects to the specifications, drawings, and descriptions
in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and
conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations,
and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall
be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law; and any attempt to do so shall be without force or effect.
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C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the date of acceptance of the deliverables or from the date of acceptance of any replacement
deliverables. If during the warranty period, one or more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables,
or replace the non-
and at no additional cost to the City. All costs incidental to such repair or replacement, including
but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor.
The City shall endeavor to give the Contractor written notice of the breach of warranty within
thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice
D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming
deliverables as required by the City, then in addition to any other available remedy, the City may
reduce the quantity of deliverables it may be required to purchase under the Contract from the
Contractor, and purchase conforming deliverables from other sources. In such event, the
Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate
Contractor shall assist and cooperate with the City to the fullest extent to enforce such
manufactu
22. WARRANTY SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and workmanlike
manner in accordance with generally accepted industry standards and practices, the terms,
conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules
or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the Acceptance Date. If during the warranty period, one or more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
this section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above
standard as required by the City, then in addition to any other available remedy, the City may
reduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources. In such event, the Contractor
shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such
services from another source.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If,
instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay
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accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final
payment, the City may deduct such amounts as are necessary to compensate the City for the
diminished value of the defective or non-conforming deliverables. If the acceptance occurs after
final payment, such amount will be refunded to the City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
assurance of the intent to perform. In the event that no assurance is given within the time specified
after demand is made, the demanding party may treat this failure as an anticipatory repudiation of
the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.
Upon notification, the Contractor will cease all work until notified by the City that the violation or
unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the
City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages, costs,
-
judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by
law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause any t
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior to
the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
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30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
reasonable control of such Party. In the event of default or delay in contract performance due to
any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such
failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for: (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents,
officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's
compensation, loss of services, or loss of income or wages to any person (including but not
subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally imposed
strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A for services only. The successful firm shall procure
and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton.
The insurance shall be written by a company licensed to do business in the State of Texas and
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satisfactory to the City of Denton.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to, as submitted to the City and approved by the City within the procurement
process, for the duration of the Contract, including extension options and hold over periods,
and during any warranty period.
endorsements required to the City as verification of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City. Failure to
provide the required Certificate of Insurance may subject the Offer to disqualification from
consideration for award. The Contractor must also forward a Certificate of Insurance to the
City whenever a previously identified policy period has expired, or an extension option or
hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve or decrease the liability of the Contractor hereunder and shall not be construed
to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.
companies licensed to do business in the State of Texas at the time the policies are issued
and shall be written by companies with A.M. Best ratings of A- VII or better. The City
Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without
expense, to review certified copies of policies and endorsements thereto and may make any
reasonable requests for deletion or revision or modification of particular policy terms,
conditions, limitations, or exclusions except where policy provisions are established by law
or regulations binding upon either of the parties hereto or the underwriter on any such
policies.
x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to make reasonable adjustments to insurance coverage,
limits, and exclusions when deemed necessary and prudent by the City based upon changes
in statutory law, court decisions, the claims history of the industry or financial condition
of the insurance company as well as the Contractor.
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xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured retentions shall be
disclosed on the Certificate of Insurance.
notice of erosion of the aggregate limits below occurrence limits for all applicable
n the Contract.
required minimums and are not intended to limit the responsibility or liability of the
Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse effect on the
Contra
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City
Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title
to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the
specifications in the Contract will not infringe, directly or contributorily, any patent, trademark,
copyright, trade secret, or any other intellectual property right of any kind of any third party; that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims. The
Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and
against all liability, damages, and costs (including court costs and reasonable fees of attorneys and
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ercise anywhere
and its use of the deliverables infringes the intellectual property rights of any third party; or (ii)
In the event of any such claim, the City shall have the right to monitor such claim or at its option
engage its own separate counsel to act as co-actor
the production, development, or delivery of such deliverables will not impact such warranties of
Contractor.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential)
Confidential Information is the valuable property of the City and/or its licensors and any
unauthorized use, disclosure, dissemination, or other release of the Confidential Information will
substantially injure the City and/or its licensors. The Contractor (including its employees,
subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information
in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use
the Confidential Information without the prior written consent of the City or in a manner not
expressly permitted under this Agreement, unless the Confidential Information is required to be
disclosed by law or an order of any court or other governmental authority with proper jurisdiction,
provided the Contractor promptly notifies the City before disclosing such information so as to
permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to
use protective measures no less stringent than the Contractor uses within its own business to protect
its own most valuable information, which protective measures shall under all circumstances be at
least reasonable measures to ensure the continued confidentiality of the Confidential Information.
38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and
interests throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees
to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right,
title, and interest to specific inventions under such patentable subject matter to the City and to
execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the
Contractor for the City and the City shall own all copyrights in and to such deliverables, provided
Should by operation of law, such deliverables not be considered works made-for-hire, the
Contractor hereby assigns to the City (and agrees to cause each of its employees providing services
to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all
worldwide right, title, and interest in and to such deliverables. With respect to such work made-
for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its
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employees providing services to the City hereunder to execute, acknowledge, and deliver a work-
made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon
delivery of such deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths,
assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection, mask work registration, trademark registration and/or
protection, letters patent, or any similar rights in any and all countries and in order to assign and
convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those
described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract
with respect to such deliverables. In the event the City should not seek to obtain copyright
protection, mask work registration or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information
under the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40. ADVERTISING
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
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of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and inure to the benefit
of the City and the Contractor and their respective successors and assigns, provided however, that
no right or interest in the Contract shall be assigned and no obligation shall be delegated by the
Contractor without the prior written consent of the City. Any attempted assignment or delegation
by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not
intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the
intention of the parties that there are no third party beneficiaries to the Contract.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
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of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City:
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
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Christmas Eve (observed)
Christmas Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of
Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity:
discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of,
or be otherwise subjected to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance:
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
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components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
respondent.
59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Respondent shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees.
Respondent is responsible for both federal and State unemployment insurance coverage and
all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or
federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall
pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
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62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any
such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the
Respondent will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Respondent shall grant access
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
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Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFP/Bid documents
3. erms and conditions
4. Purchase order
5. Supplier terms and conditions
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Exhibit E
INSURANCE REQUIREMENTS AND
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall provide and maintain until the contracted work has been completed and accepted by
the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance
including any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasing Department,
ask for clarification of any insurance requirements at any time; however, Contractor shall
not commence any work or deliver any material until he or she receives notification that
the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if so
noted:
Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A or better.
Any deductibles or self-insured retentions shall be declared in the proposal. If requested
by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions
with respect to the City, its officials, agents, employees and volunteers; or, the contractor
shall procure a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
Liability policies shall be endorsed to provide the following:
Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled or materially changed before the
expiration date.
Should any of the required insurance be provided under a claims made form, Contractor
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shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted:
\[X\] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
\[X\] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Contract # 6571
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Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic
and umbrella or excess policies. The policy will include bodily injury and property damage
liability arising out of the operation, maintenance and use of all automobiles and mobile
equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or
all owned hired and non-owned autos.
\[X\] Workers Compensation Insurance
Contractor shall purchase and maintain Workers Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers Compensation
Commission (TWCC).
\[ \] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
\[ \] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to the
contractor or if a contractor leases or rents a portion of a City building. Limits of not less
than each occurrence are required.
\[ \] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
\[ \] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
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subcontractors as their interests may appear.
\[ \] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
\[ \] Riggers Insurance
Said coverage may be
d
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Said coverage shall mirror the limits provided by the
CGL coverage
\[ \] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than $ each occurrence are required.
\[ \] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
Contract # 6571
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ATTACHMENT 1
\[X\] Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's
employees providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on
the project until the contractor's/person's work on the project has been
completed and accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) -
includes all persons or entities performing all or part of the services the
contractor has undertaken to perform on the project, regardless of whether
that person contracted directly with the contractor and regardless of whether
that person has employees. This includes, without limitation, independent
contractors, subcontractors, leasing companies, motor carriers, owner-
operators, employees of any such entity, or employees of any entity which
furnishes persons to provide services on the project. "Services" include,
without limitation, providing, hauling, or delivering equipment or materials, or
providing labor, transportation, or other service related to a project. "Services"
does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of
classification codes and payroll amounts and filing of any overage
agreements, which meets the statutory requirements of Texas Labor Code,
Section 401.011(44) for all employees of the Contractor providing services on
the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental
entity prior to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage
ends during the duration of the project, the contractor must, prior to the end of
the coverage period, file a new certificate of coverage with the governmental
entity showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project,
and provide to the governmental entity:
1. a certificate of coverage, prior to that person beginning work on the
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project, so the governmental entity will have on file certificates of
coverage showing coverage for all persons providing services on the
project; and
2. no later than seven days after receipt by the contractor, a new certificate
of coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration of
the project.
F. The contractor shall retain all required certificates of coverage for the duration
of the project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail
or personal delivery, within 10 days after the contractor knew or should have
known, of any change that materially affects the provision of coverage of any
person providing services on the project.
H. The contractor shall post on each project site a notice, in the text, form and
manner prescribed by the Texas Workers' Compensation Commission,
informing all persons providing services on the project that they are required
to be covered, and stating how a person may verify coverage and report lack
of coverage.
I. The contractor shall contractually require each person with whom it contracts
to provide services on a project, to:
1. provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any coverage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all of
its employees providing services on the project, for the duration of the
project;
2. provide to the contractor, prior to that person beginning work on the project,
a certificate of coverage showing that coverage is being provided for all
employees of the person providing services on the project, for the duration
of the project;
3. provide the contractor, prior to the end of the coverage period, a new
certificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the duration
of the project;
4. obtain from each other person with whom it contracts, and provide to the
contractor:
a. a certificate of coverage, prior to the other person beginning work on the
project; and
b. a new certificate of coverage showing extension of coverage, prior to the
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end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of the
project and for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal
delivery, within 10 days after the person knew or should have known, of any
change that materially affects the provision of coverage of any person
providing services on the project; and
7. Contractually require each person with whom it contracts, to perform as
required by paragraphs (1) - (7), with the certificates of coverage to be
provided to the person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all
employees of the contractor who will provide services on the project will be
covered by workers' compensation coverage for the duration of the project,
that the coverage will be based on proper reporting of classification codes and
payroll amounts, and that all coverage agreements will be filed with the
appropriate insurance carrier or, in the case of a self-insured, with the
commission's Division of Self-Insurance Regulation. Providing false or
misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. Th
contract by the contractor which entitles the governmental entity to declare the
contract void if the contractor does not remedy the breach within ten days after
receipt of notice of breach from the governmental entity.
Contract # 6571
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EXHIBIT F
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish an original notarized Certificate of Interest Parties
before the contract is awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Sign and notarize the Form 1295
6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Contract # 6571
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Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
Solicitation Checklist
Check Task to be Completed by Respondent
when
Completed
x Review Exhibit 2 General Provisions and Terms and Conditions
x Review Exhibit 3 Scope of Work/Technical Specifications
x Review Exhibit 4 Technical Drawings and Plans (if applicable)
x Cover sheet
x Solicitation number
x Solicitation name
x Firm name
x Firm address
x Contact name
x Contact phone
N/A Contact fax
x Website address
x Contact email address
x Solicitation Checklist
x Attachment A- Business Overview Questionnaire
x Document how firm meets minimum qualifications (Section 3)
x Detail to support evaluation criteria
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
x Attachment B Exception Form
x Attachment D Reference Form
x Attachment E Conflict of Interest Questionnaire Form with
signature
x Attachment F Acknowledgment
x Acknowledgment of Addenda
x Pro forma (Attachment A, question 30)
x W-9 (Attachment A, question 30)
N/A Three (3) years of financial statements audited is preferred
(Attachment A, question 30)
Submission signed by authorized officer, in the order specified below
Hard Copy Submission: If submitting a hard copy, the City requires
one (1) original and three (3) copies, with the pricing sheet submitted
electronically in excel or emailed in excel to Ebids@cityofdenton.com
with the Solicitation # and name in the subject line.
Electronic Submission: If submitting an electronic proposal only,
email to Ebids@cityofdenton.com with the Solicitation # and name in
the subject line. The pricing sheet (Exhibit 1) must be in excel format.
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Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
ATTACHMENT A-BUSINESS OVERVIEW QUESTIONNAIRE
XXXXXXXXXX
AND FORMS
Firms Legal Name: Hickory & Rail Ventures, LLC
Address: 608 E Hickory St, Suite 128, Denton, TX, 76205
Agent Authorized to sign contract (Name): Marshall Culpepper
Agents email address: marshall@hickoryrail.com
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Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
http://www.osha.gov/pls/oshaweb/owasrch.search_form?p_doc_type=STA
NDARDS&p_toc_level=1&p_keyvalue=1926
Yes
a. Responding firms principle place of business:
608 E Hickory St. Suite 128, Denton, TX 76205
b. Companys majority owner principle place of business:
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Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
c. Ultimate Parent Companys principle place of business:
N/A
Vision for Denton
Vision for Stoke
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
Team
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
Our proposal
1. Decreasing the Citys obligations by paying for staff directly from revenue
generated from the Space.
2. Increasing the value that Stoke provides to its members, resulting in increasing
revenue.
Being ready to take over ownership of the commercial lease at the end of the
current lease
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
We removed the budgeted $65,000 director salary since that will be paid
from membership revenue.
We removed H&RV payment of Rental Income in 2018, to help us get off
the ground.
We projected increases in Building Rent by 3.5% per year, and Utilities
$2,500 per year starting with the Citys budget from 2017-2018.
We added $1,000 per month in payments from H&RV to the City starting
in Dec 2018 \[total $12,000\], and $2,000 per month in payments to the City
starting in Dec 2019 and lasting until the end of the lease \[total $30,000\]
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
1. Adding a budget for capital improvements to Stoke.
2. A marketing plan that includes a monthly budget
3. New programming partnerships that generate more interest, and provide
additional sources of revenue.
Install ceiling insulation to eliminate echo and sound travel in the common work
area.
Better sound isolation between the conference rooms that share a wall.
New layouts of the common area that separate the space visually.
Regional startup & tech event sponsorships such as Denton Startup
Weekend, Bootstrap Denton, and Dallas Startup Week.
Blog content / thought leadership around Dentons startup community.
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
Targeted online ad campaigns.
Active daily use of Social media.
Search Engine Optimization on the Stoke website.
Dec 2017 \[Contract Execution\] - $100/mo at Contract Execution
Jun 2018 Increase to $500/mo budget
Dec 2018 Hire a part-time Marketing Director, increase to $750/mo
budget
Jul 2019 Increase marketing budget to $1,500/mo
Dec 2019 Transition to FTE Marketing Director w/ $1,500/mo budget
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
Marshall created TechMill, Dentons first co-working space, and has organized
several community events over the last 10 years including Denton Jelly,
OpenHack, LittleDOCC, and Bootstrap Denton. Marshall has also been involved
in technology startups his entire career, with experience in raising venture
capital.
Heather served as the Director ofStoke from January 2017-September 2017.
Prior to that she was the Community Coordinator and then Director of SCRAP
Denton, a Project Manager at a full-service marketing agency, and the creator
and owner of a food cart in Portland, Oregon.
https://www.dallasnews.com/business/business/2014/06/07/denton-startup-
supporters-launch-nonprofit-tech-mill
https://www.bizjournals.com/dallas/news/2014/11/18/techmill-why-we-partnered-
with-square-205-for-new.html
http://blog.semilshah.com/2017/04/08/the-story-behind-my-investment-in-kubos/
http://www.satellitetoday.com/newspace/2017/07/18/kubos-unveils-operating-
system-small-spacecraft/
http://www.dentonrc.com/entertainment/denton-time/2014/12/24/new-space-
opens-up-possibilities
http://www.dentonrc.com/news/news/2016/10/08/the-joy-of-creation
http://www.dentonrc.com/news/news/2017/01/14/creative-fuel
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Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
1. Ellen Ryfle Owner @ Banter Denton
eryfle@gmail.com
(940) 594-2524
2. Paul Echols CEO @ Square 205
paul@square205.com
(214) 616-625
3. Patrick Peters EVP, GM of Programming @ Fourth Wall Media
patrickepeters@gmail.com
(214) 215-7759
4. Cindy Tysinger CEO @ GSATi
ctysinger@gsati.com
469.287.6771;4408
5. Glen Farris VP Marketing @ VERUS
6. Kyle Taylor President @ TechMill
kyletaylored@gmail.com
+1 (940) 231-4998
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
XXXXXXX
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
st
By attracting more startups and tech companies with high paying, 21century
jobs to Denton
Through our partnerships, by funding startups with investment capital
st
Co-founder & 1 President of TechMill
Opened first Co-working space in Denton
Founder and original organizer of the Denton Jelly, LittleDOCC, and Bootstrap
Denton community events
Co-founded Kubos, satellite software startup in downtown Denton with 3 Denton
co-founders
Actively mentors UNT students and Denton entrepreneurs about writing software
and building their startup
Served as Community Coordinator and Director of SCRAP Denton
Served as the Director of Stoke from January 2017-September 2017.
Worked at local digital marketing agency Produce Results as a Project Manager
Founder and organizer of Dentons Mini Maker Faire
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
We represent the Denton Startup Community. See the attached letters of support from
our partners, current, and new Stoke members for a sample of the kind of support we
have been able to get from the community in just a few weeks.
N/A
1. All day-to-day operations
Membership tours and new member orientation
Invoicing / payments
Conference room scheduling for members
Member support and communications (Slack)
Restocking materials, supplies, coffee, snacks, etc.
Maintenance and regular cleanup
Member helpdesk and coordination with City IT
2. Marketing
Social Media \[Twitter, Facebook, Instagram, etc\]
Sponsorship & speaking at regional startup events
Write regular blog content
SEO / online advertisement
3. Programming / Events
Management of tables, chairs, and other resources for events
Access and management of the Space after normal work hours
Event space scheduling
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
As a co-working management company, we view our measurable business metrics as
the following:
Number of active memberships
Number of startup and tech related events held in our space
Percentage of our membership base that fits the tech-enabled profile, starting
with a minimum of 50%, increasing to55% in Year 2, and 60% in Year 3.
We will measure membership numbers through Cobot, a publicly available co-working
member management platform that we will use in our day-to-day operations.
We will measure the percentage of members that fit the tech-enabled profile using the
definitions of tech or tech-enabled provided by the City of Denton in the first
addendum to RFP 6571.
We will measure member satisfaction once a month with automated surveys using
SurveyMonkey and our community Slack.
It should be noted that we view member satisfaction as critical to our member retention
and long-term success, and are happy to report these as part of our overall metrics to
the City.
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
a) Pro forma
b) Submit IRS Form W-9
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Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
c) Three (3) years for financial statements (income statement and balance
sheet). The City prefers audited statements if available. If this these
documents are not available, please not the exception on Attachment B.
Additional documentation may be required at the Citys discretion.
Based on our 3 year projection, the average monthly cost to the City over the remainder
of the current lease is $15,418.31.
H&RV only requires that the City continue to pay the commercial lease and utilities to the
landlord, while H&RV collects membership, sponsorship, and programming revenue, and
a minimum 1 year contract to give us time to establish growth in the space.
Depending on the best situation for the City, H&RV can invoice and collect fees directly,
or the City can collect fees, and H&RV will invoice the City.
Hickory & Rail Ventures, LLC is a Single-Member Limited Liability Company, whose
sole Managing Member, Marshall Culpepper, has no familial relationship with any City
Council Member, City official, or City employee.
In the interest of transparency, H&RV Employee Heather Gregory is the daughter of
Denton City Council Member Dalton Gregory (see our disclosure in the Conflict of
Interest Questionnaire).
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
ATTACHMENT B-SUBMISSION
XXXXXXXX
EXCEPTIONS/CLARIFICATIONS
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
Hickory & Rail Ventures, LLC10 / 02 / 2017
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
ATTACHMENT D-REFERENCES
XXXXXXXX
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
09/25/2017
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
ATTACHMENT F-ACKNOWLEDGEMENT
XXXXXXXX
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Proposal for RFP 6571 - Management
Exhibit G
Services for Stoke Denton
10 / 02 / 2017
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Exhibit G
Supplemental Information provided via email October 18, 2017
1. The City estimates it has $132,000 in capital expenditures (fiber, AV, security, and
furniture/fixtures) on Stoke that are left to be depreciated over the remaining term of the lease.
Will the respondent address their ability to mitigate these costs for the City?
These expenditures were not originally listed in the RFP, and as such we have not had enough time to
incorporate them as a consideration into our overall financial plan. Is it possible that we could get an
itemized list of capital expenditures and their remaining depreciation? Our general intention will be to buy
like to understand the full scope of the commitment before agreeing to anything.
2. On page 21 of the response, the respondent addresses the percentage of the membership base
that fits the tech/tech enabled profile as 50% Year 1, 55% Year 2, and 60% Year 3. This likely will
be unacceptably low to the City Council. Will the respondent revise these numbers?
These estimates were based on Stoke membership percentages that were calculated in September
before City management took over the space. According to the latest numbers, we would be happy to
revise these to 60% for Year 1, 65% for Year 2, and 70% for Year 3.
It should also be noted that while we intend to measure tech/tech enabled membership percentage, we
e our ultimate goal is to become a sustainable
business that can take this space off the hands after the end of the current lease.
3. On pages 9 and 10 of the response, the respondent projects costs and savings to the City under
the proposal. Will the respondent clarify the assumptions related to membership numbers,
membership rates, and/or other sources of revenue that they used to determine their ability to
If you look at the 3 years of pro-forma financials that were provided, there are roll ups of each kind of
membership in the spreadsheet that show our assumptions month-to-month for how the space will grow.
Painting with a broad brush, our assumptions:
* We will maintain enough membership revenue from current members to pay the salary of our Executive
Director, Heather Gregory, so that the City can stop paying the $65,000 salary altogether
* We looked at conservative membership growth estimates from the last ye
projected them forward over the next 3 years with an emphasis on dedicated and co-working desks, with
an aim to be over 100% capacity (since many desks are shared) by the end of the 3 year lease.
* We will also actively seek out new revenue sources in the form of sponsorships for Events and access
to Stoke members (see sponsorship assumptions and pricing in the Pro-forma financials).
Both the rental and utilities obligations will come from these increases in revenue
4. Also on pages 9 and 10, the respondent outlines projected cost savings to the City. Will the
respondent confirm the projected cost savings to the City?
These projected savings are based on the latest budget released from the City that assumes the City will
take on
plan to the management agreement of the DEC, our estimate is Hickory & Rail Ventures will save the City
DocuSign Envelope ID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA
Exhibit G
over $200,000. Please see the table on Page 9 which covers the assumptions built into these projections,
-2019 or 2019-2020.
G
Exhibit
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G
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G
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Certificate Of Completion
Envelope Id: E5095EFA42A64A018FB16D44C6E83EAAStatus: Completed
Subject: City Council Docusign Item - 6571 Stoke Mgmt rev 11-8-17
Source Envelope:
Document Pages: 84Signatures: 8Envelope Originator:
Certificate Pages: 6Initials: 0Karen E. Smith
AutoNav: Enabled901B Texas Street
EnvelopeId Stamping: EnabledDenton, TX 76209
Time Zone: (UTC-06:00) Central Time (US & Canada)karen.smith@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: OriginalHolder: Karen E. SmithLocation: DocuSign
11/8/2017 11:41:47 AM karen.smith@cityofdenton.com
Signer EventsSignatureTimestamp
Karen E. SmithSent: 11/8/2017 11:49:32 AM
Completed
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Julia WinkleySent: 11/8/2017 11:50:21 AM
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Todd HilemanSent: 11/15/2017 8:48:39 AM
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