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WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
services for Veterinary Services for the Linda McNatt Animal Care and Adoption Center for the City
of Denton in accordance with the procedures af State law and City ordinancess and
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SECTI,ON 1, The items in the following numbered request for proposal for materials,
equipment, supplies or services, shown iri the "Request for Praposals" on file in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the oiher evaluatian factors included in the request
for proposals.
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SECTION 2. By the acceptance and appraval of the above numbered items of the submitted
praposals, the City accepts the offer of the persans submitting the proposals for such items and
agrees to purchase the materials, equipment, supplies or services in accordance with the terms,
specificatians, standards, quantities and for the specified sums contained in the Proposal Invitations,
Praposals, and related dacuments.
SECTION 3. Should the City and person submitting approved and accepted items and of the
submitted proposals wish to enter into a formal written agreement as a result of the acceptance,
approval, and awarding of the proposals, the City Manager or his designated representative is
hereby authorized to execute the written contract; provided that the written contract is in accordance
with the terms, conditions, specifications, standards, quantities and specified sums contained in the
Proposal and related documents herein approved and accepted. This will be an initial one (1) year
contract with options to extend the contract for three (3) additional one (1) year periods with all
terms and conditions remaining the same.
SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of Denton
under RFP 6624 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 5. By the acceptance and approval of the above enumerated proposals, the City
Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with
the approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
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CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
AARON LEAL ATTORNEY
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DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
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DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
CONTRACT 6624
INDEPENDENT CONTRACTOR AGREEMENT
FOR VETERINARY STAFFING SERVICES
STATE OF TEXAS §
COUNTY OF DENTON §
THIS AGREEMENT is made and entered into as of the _________,by and
between the City of Denton, Texas, a Texas municipal corporation, with its principal
office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter
called "CITY" and RSVP Services, Inc., with its corporate office at 2701 Hartley Field
Road, Denton, Texas 76208, hereinafter called "CONTRACTOR," acting herein, by and
through their duly authorized representatives.
WITNESSETH, thatin consideration of the covenants and agreements herein
contained, the parties hereto do mutually agree as follows:
ARTICLE I
EMPLOYMENT OF CONTRACTOR
The CITY hereby contracts with the CONTRACTOR, asan independent contractor,
and the CONTRACTOR hereby agrees to perform the services herein in connection as
statedinthe sections to follow, with diligence andin accordance with the highest
professional standards customarily obtained for such services in the State of Texas. The
CONTRACTOR isspecially skilled and qualified to provide these services and desires to
provide same under the terms and conditions set forth below.
The parties have conducted negotiations andas a result of these negotiations
agree that $9,828.00 per month, or $94.50 per hour is a just and reasonable fee for
the performance or the services for aTexas Licensed Doctor of Veterinary
Medicine, and $10,993.00 per month, or $31.71 per hour is a just and reasonable fee
for the performance or the services for TwoExperienced Veterinary Technician which
are the subject of this contract. For andin consideration of the professional services to
be performed by the CONTRACTOR herein, the City agrees to pay a total fee, including
reimbursement for direct non-labor expenses, not to exceed $1,180,000over the four (4)
year period.
CONTRACT# 66241
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
The fee(s) are to be paid to CONTRACTOR as services are rendered and
invoiced per standard terms and conditions. Contract amount shall not exceed the
total of purchase order(s) issued. The following requirements are stipulated below for
the services:
Texas Licensed Doctor of Veterinary Medicine
Three (3) shifts per week (M-W-F or T-Th-SaSchedule)
up to 8 hours per shift, minimum 24 hours per week (not to exceed
156 shifts in a 365 day period)
Two Experienced Veterinary Technicians
40 hours per week, per Technician (not to exceed 2080 hours in a 365
day period)
Overtime rate after a regular 40 hour work week.
During the term of the Agreement the CONTRACTOR shall bill and the City
shall reimburse the CONTRACTOR for all reasonable and approved out-of-pocket
expenses for which are incurredin connection with the performance of the duties
hereunder. Notwithstanding the foregoing, expenses for the time spent by
CONTRACTOR traveling to and from City facilities shall not be reimbursable.
The CONTRACTOR and CITY acknowledge and agree that RSVP
SERVICES. INC. Isand shall be deemed to be an independent contractor for the
services provided under this Contract. Further, because RSVP SERVICES. INC.isan
independent contractor, the parties agree:
1. The City will make no withholding for taxes of any type from the fee
agreed uponin Article IV. All taxes, including, but not limited to
Social Security, unemployment, FICA or other monies ownedto any
State, Local or Federal governmental entity, including applicable
penalties and interest, are to be paid by Contractor and are solely
the liability of same. In the event a claim is made against City for
payment of taxes, penalties or interest for or on behalf of Contractor,
Contractor agrees to indemnify and hold harmless City of such damages,
including costs and expenses.
2. City will not provide workers' compensation for Contractor for
services performed pursuant to this Contract.
3. This is a non-exclusive contract. Contractor is free to advertise and
provide his/ her services to persons or entities other than the City.
Further, City may use other contractors orits own employees to conduct
the same services asContractor.
CONTRACT 66242
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
4. Any insurance the City may have for its facility described above is
solely for the benefit of the City. The City shall not be liable for
injuries to property or persons (including death) which are the result of
the activities of the Contractor. Contractor agrees he/she shall be liable
for injuries to himself/herself or others caused by his/her own
negligence, omissions, malfeasance, or intentional conduct. When
applicable, for the services provided, contractor shall provide insurance
for the activity as provided in the policies of the contract instructors
program.
5. The Contractor represents that there are no legal impediments to enter
into this contract and that this engagement does not violate the terms of
any agreement between the Contractor and any third party. Further, the
Contractor, in rendering \[his or her\] duties shall not utilize any invention,
discovery, development, improvement, innovation, or trade secret in
which \[he or she\] does not have a proprietary interest, or a right to use.
6. During the term of this agreement, the Contractor shall devote as
much of \[his or her\] productive time, energy and abilities to the
performance of \[his or her\] duties hereunder asis necessary to
perform the required duties in a timely and productive manner. The
Contractor is expressly permitted to performservices for other
parties while performing services for the City.
7. The Contractor shall not perform services for other parties, on or within
City of Denton facilities.
ARTICLE II
SCOPEOF SERVICES
The CONTRACTOR shall provide and perform the following services in a
professional manner:
Three (3) types of veterinary medicine services
1.The Contractor will provide a specific individual, limited liability company (LLC),
or corporation that can provide an in-house licensed doctor of veterinary medicine
(DVM) to treat incoming animals to the City of Denton Animal Shelter. The DVM
will be responsible for providing a full-time licensed,registered veterinary
technician at the City of Denton Animal Shelter.
2.The Contractor will provide for a licensed DVM provider that can deliver
unscheduled urgent care to animals coming into the City of Denton Animal Shelter
requiring urgent care outside of regular business hours. The DVM shall be capable
of providing unscheduled services on nights and weekends.
CONTRACT 66243
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
3.The Contractor will provide a licensed DVM provider that can deliver unscheduled
urgent care to animals coming into the City of Denton Animal Shelter during
regular business hours when the in-house DVM is not on site.
Item 1 In-house Licensed DVM Services
Individuals, LLCs, or corporations wishing to provide in-house licensed DVM
services to the City of Denton Animal Shelter shall meet the following criteria:
o They shall be able to provide a licensed doctor of veterinary medicine on
site for a minimum of twenty-four (24) hours per week at a minimum of
three (3) non-contiguous days. This will result in a schedule of Monday,
Wednesday, and Friday; or, Tuesday, Thursday, and Saturday.
o The DVM shall at their expense provide twoDVM/Experienced
Veterinary Technicians,on site a minimum of forty (40) hours per week
and a minimum of five (5) consecutive days per week.
o The provider shall be able to interface with the medical module of the City
of Denton Animal Services ShelterPro software.
o The provider will provide a DVM to participate in an advisory panel to
assist with designing and modifying protocols for treating animals at the
City of Denton Animal Shelter.
o The provider will provide all insurance, licensing, and continuing education
required for fulfilling this contract.
The provider should be able to deliver the following services with the understanding
that this list is not exhaustive and contingencies may arise:
Dog Package
Spay or Neuter
Rabies Vaccination (if too young-appointment to return for vaccination)
Bordetella
DHLPP- or applicable vaccine
First treatment for fleas and ticks
First Month Heartworm Preventative
Heartworm Testing (when applicable)
First Treatment for Tape Worms, Hook worms, and Round worms
Pre-Surgical pain medication
Micro chip
Parvo Virus Test (when applicable-this should be done prior to the other medical
work if the veterinarian believes the animal may be sick)
Cat Package
Spay or Neuter
Rabies Vaccination (if too young- appointment to return for vaccination)
CONTRACT 66244
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
FDRT- or applicable vaccine
First treatment for fleas and ticks
First Treatment for Tape Worms, Hook worms, and Round worms
Treatment for Ear Mites
Micro Chip
A list of other services that may be requested include but are not limited to the
following:
Heartworm Treatment by weight
Dental/Cleaning/Teeth Pulling
Procedure for demodectic and sarcoptic mange treatment.
Treatment and medication for Kennel cough
Antibiotics for infection
Packing ears for ear infection
Ear Mite Medication and treatment
The City will provide the surgical equipment necessary for the above aforementioned
services that are expected to be performed.
X-Ray equipment will not be provided by the City. X-Rays will be performed offsite at the
contracted regular or after business hours urgent/emergency veterinary care services
facilities (Items 2 and 3 of these specifications).
Item 2- Veterinary Practices Consultation and Reporting Requirements
1.Identify the method and procedures for operating an independent sterilization
and rabies vaccination program. Specifically, the contractor shall state their
methodology or procedures related to:
a.pre-surgical physical examinations to determine surgical qualification
b.administering pre-surgery anesthetics
c.surgical techniques
d.post-operative recovery care and monitoring
e.providing post-operative pain medication
f.animal discharge care/complication instructions
g.post-surgical inquires and/or complications related to sterilization surgery
h.controlled drug control, inventory and record keeping
2.Identify what additional medical services are provided that may impact the
sterilization of the animal. E.g. Umbilical hernias, neutering of male dogs and
cats afflicted with Cryptorchidism, pregnant females, etc.
3.Identify the minimum sterilization age of an animal
4.Identify available financial resources and references that indicate consultants
capability of performing services
5.Provide the number of dog and cat deaths by causes (e.g., anesthetic,
hemorrhage, anaphylactic, etc.)
6.Provide statistics related to the number of dogs and cats sterilized and
vaccinated for rabies
CONTRACT 66245
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
7.Clarify it is your intent to have a doctor in place after surgery to determine
complications, and offer post-operative care
8.Contractor shall provide an annual report within fifteen days after the end of the
calendar year which includes the number of cats and dogs sterilized (by age
group as specified by the City of Denton), number of animals treated for parvo
virus, and number of animals treated for kennel cough.
A.Working Paper and Rabies Vaccination Certificate Retention and Access to Working
Papers and Rabies Certificates
1.
expense. In accordance with Section 169.29 (c) of the Texas Administrative
Code Title 25 Part 1.
2.A copy of each rabies vaccination certificate shall be retained and readily
retrievable for a period of not less than five years from the date of issuance.
3.The contractor will be required to make working papers or medical reports
available to the city upon request.
B.Full Shot Package: The full shot package is identified as in addition to the Rabies
vaccination:
Dog- DHLPP and Bordetella
Cat- FVCRP and Fel/Aids
Additional Contract Verbage
The Contractor will provide a licensed Doctor of Veterinary Medicine to treat sick or
injured animals after 6p.m. every day of the week, on weekends, and during holidays.
The Contractor will provide the after hours emergency Doctor of Veterinary
Medicine at one of the many options that are available, all hours of the day, for any
urgent needs. The list of multiple clinics is listed on Exhibit A.
The Contractor will provide urgent care Doctor of Veterinary Medicine during
business hours at one of the clinics listed on Exhibit A.
They shall be able to provide all reasonable equipment (including x-ray equipment)
needed to treat injured or sick animals.
Item 3- Veterinary Practices Consultation and ReportingRequirements
The CONTRACTOR and DVM/Experienced Veterinary Technician shall also
deliver the following services with the understanding that this list is not
exhaustive andcontingencies may arise:
A. Develop written methods andproceduresfor operating anindependent
sterilizationandrabies vaccination program, with regards to:
1.Pre-surgicalphysical examinations todetermine surgical qualification
2.administering pre-surgery anesthetics
3.surgical techniques
CONTRACT 66246
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
4.post-operative recovery care andmonitoring
5.providing post-operative pain medication
6.animal discharge care/complication instructions
7.post-surgical inquires and/orcomplications related tosterilizationsurgery
8.controlled drug control, inventory and record keeping
B. Identify what additional medical services are provided that may impact the
sterilizationof the animal. E.g.Umbilical hernias, neutering of male dogs and cats
afflicted with Cryptorchidism, pregnant females, etc.
C. Identify theminimum sterilization age of ananimal
D. Provide the number of dog and cat deaths by causes (e.g., anesthetic,
hemorrhage, anaphylactic, etc.)
E. Provide statistics related to the number of dogs and cats sterilized andvaccinated
for rabies
F. Ensure a DVM provides oversight after surgery todetermine complications,
and offer post operative care.
G. CONTRACTOR shall provide an annual report within fifteen days after
the end of the calendar year which includes the number of cats and dogs
sterilized (by age group asspecified by the City of Denton), number of animals
treated for parvo virus, and number of animals treated for kennel cough.
H. Working Paper and Rabies Vaccination Certificate Retention and Access to
Working Papers and RabiesCertificates
1. All working papers or medical reports must be retained at the
CONTRACTOR's expense. In accordance with Section 169.29 (c) of the
Texas Administrative Code Title 25 Part 1.
2. A copy of each rabies vaccination certificate shall be retained and readily
retrievable for a period of not less than five years from the date of issuance.
3. The CONTRACTOR shall be required to make working papers or
medical reports available to the city upon request.
4. The CITY shall provide the following:
The City shall provide the surgical facility and equipment
necessary for the aboveaforementioned services that are expected to be
performed.
The City shall supply all necessary disposable medical and surgical supplies. The
CONTRACTOR shall supply his or her personal protective surgical clothing, i.e.
scrubs, footwear, headwear, etc.
CONTRACT 66247
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
X-Ray equipment shall not be provided by the City. X-Rays shall be performed
offsite at the contracted regular or after business hours urgent/emergency veterinary
care services facilities.
ARTICLE III
ADDITIONAL SERVICES
Additional services to be performed by the CONTRACTOR, ifauthorized by the
CITY, which are not included in the above-described Basic Services, are described
asfollows:
A. During the course of the contract, as requested by CITY, the CONTRACTOR
will be available to accompany CITY's personnel when meeting with the
regulatory agencies. The CONTRACTOR will assist CITY's personnel onanas-
needed basis inpreparing reports, and providing general technical support for the
CITY's compliance efforts.
B. Assisting CITY in the defense or prosecution of litigation in connection with
or in addition to those services contemplated by this Agreement. Such services,
if any, shall be furnished by CONTRACTOR on a fee basis negotiated by the
respective parties outside of andin addition to this Agreement.
C.Assist with preparing applications and supporting documents for government
grants, loans and providing data for detailed applications.
D.Appearing before regulatory agencies or courts asan expert witness in any litigation
with third parties or proceedings arising from the performance of this contract.
E. The CONTRACTOR may also provide a DVM thatcan deliver unscheduled urgent
care to animals coming into the City of Denton Animal Shelter during or after
regular business hours when the in-house DVM is not on site. The cost of this
service shall be inaddition to the requirements of this contract agreement, and
defined on the Exhibit A price sheet.
ARTICLE IV
PERIODOFSERVICE
This Contract shall become effective upon execution of this Agreement by the
City andthe CONTRACTOR, and shall remain in effect March 26, 2019, an initial
one (1) year period. The City and the Awarded Contractor shall have the option to renew
this contract for an additional three (3) one-year periods. Materials and services undertaken
pursuant to this solicitation will be required to commence within fourteen (14) days of
delivery of a Notice to Proceedor issuance of a City of Denton Purchase Order.
The Contract shall commence upon the issuance of a Notice of Award by the City of
Denton and shall automatically renew each year, from the date of award by City Council,
unless either party notifies the other prior to the scheduled renewal date in accordance with
CONTRACT 66248
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
in Exhibit 2. At the sole option of the City of Denton, the Contract may be further extended
as needed, not to exceed a total of six (6) months.
Time is of the essence in this Agreement. The services shall be accomplished per the
Scope of Services as identified in Exhibit A.
Renewal Periods:
1st Renewal 03/20/2019 thru 03/19/2020
2ndRenewal 03/20/2020 thru 03/19/2021
rd
3Renewal 03/20/2021 thru 03/19/2022
The CONTRACTOR shall make all reasonable efforts to complete the services set
forth herein as expeditiously as possible and to meet the schedule established by the
CITY, acting through its City Manager or his designee.
ARTICLE V
COMPENSATION
Compensation Terms:
1. "Subcontract Expense" is defined as expenses incurred by the CONTRACTOR in
employment of others in outside firms for services.
2. "Direct Non-Labor Expense" is defined as that expense for any assignment
incurred by the CONTRACTOR for supplies, transportation, travel,
communications, subsistence, and lodging away from home, and similar
incidental expenses in connection with thatassignment.
Billing and Payment: For andin consideration of the professional services to be
performed by the CONTRACTOR herein, the City agrees to pay a total fee, including
reimbursement for direct non-labor expenses, not to exceed $1,180.000over the four
(4) year period.
Invoices shall be sent directly to the City of Denton Accounts Payable
Department, 215 EMcKinney St, Denton, TX, 76201-4299. Itis the intention
of the City of Denton to make payment on completed orders within thirty days
after receipt of invoice or items; whichever is later, unless unusual circumstances
arise. Invoices must be fully documented as tolabor, materials, and equipment
provided, if applicable, and must reference the City of Denton Purchase Order
Number in order tobe processed. No payments shall be made on invoices not
listing a Purchase Order Number.
CONTRACT 66249
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
Partial payments to the CONTRACTOR will be made on the basis of detailed
bi-monthly statements rendered to and approved by the City through its City
Manager or his designee; however, under no circumstances shall any bi-monthly
statement for services exceed the value of the work performed at the time a
statement is rendered. Nothing contained in this Article shall require the City to pay
for any work which is unsatisfactory, as reasonably determined by the City Manager
or his designee, or which is not submitted in compliance with the terms of this
Agreement. The City shall not be required to make any payments to the
CONTRACTOR when the CONTRACTOR isin default under this Agreement.
Itis specifically understood and agreed that the CONTRACTOR shall not be
authorized to undertake any work pursuant to this Agreement which would require
additional payments by the City for any charge, expense, or reimbursement above the
maximum not to exceed fee asstated, without first having obtained written
authorization from the City. The CONTRACTOR shall not proceed to perform the
services listedin Article VI "Additional Services," without obtaining prior written
authorization from the City.
ADDITIONAL SERVICES: For additional services authorized in writing by
the City in Article VI hereinabove, the CONTRACTOR shall submit invoices
for additional services and such invoices shall be due and payable upon submission
by the CONTRACTOR with CONTRACTOR's regular bi-monthly statementas
provided for hereinabove. Statements shall not be submitted more frequently than bi-
monthly.
PAYMENT: If the City fails to make payments due the CONTRACTOR for
services and expenses within thirty (30) days after receipt of the
CONTRACTOR's undisputed statement thereof, the amounts due the
CONTRACTOR will be increased by the rate of one percent (1%) per month, from
th
and after the said thirtieth (30) day, and,in addition, the CONTRACTOR may, after
giving seven (7) days written notice to the City, suspend services under this
Agreement until the CONTRACTOR has been paid in full all amounts due for
services, expenses, and charges, provided, however, nothing herein shall require the
City to pay the late charge ofone percent (1%) set forth herein if the City
reasonably determines that the workis unsatisfactory, in accordance with this Article
VIII, "Compensation."
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONTRACTOR will exercise reasonable care and due diligence in
discovering and promptly reporting to the CITY any defects or deficienciesin the
work of the CONTRACTOR or any subcontractors or SUB-CONTRACTORs.
CONTRACT 662410
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
ARTICLE VII
OWNERSHIP OFDOCUMENTS
All documents prepared or furnished by the CONTRACTOR (and
CONTRACTOR's subcontractors or SUB-CONTRACTORs) pursuant to this
Agreement are instruments of service, and shall become the property of the CITY
upon the termination of this Agreement. The CONTRACTOR is entitled to retain
copies of all suchdocuments.
ARTICLE VIII
INDEPENDENTCONTRACTOR
CONTRACTOR and City acknowledge and agree that RSVP Services. Inc. is
and shall be deemed to be an independent contractor for the services he/she provides
under this Contract. Further, because RSVP Services. Inc. isan independent
contractor, the parties agree:
1. The City will make no withholding for taxes of any type from the fee agreed
upon in Article IV. All taxes, including, but not limited to Social Security,
unemployment, FICA or other monies ownedto any State, Local or Federal
governmental entity, including applicable penalties and interest, are to be
paid by CONTRACTOR and are solely the liability of same. In the event a
claim is made against City for payment of taxes, penalties or interest for or on
behalf of CONTRACTOR, CONTRACTOR agrees to indemnify and hold
harmless City of such damages, including costs andexpenses.
2. City will not provide compensation for CONTRACTOR for
servicesperformed pursuant to this Contract.
3. This is a non-exclusive contract. CONTRACTOR is free to advertise and
provide his/her services to persons or entities other than the City. Further, City
may use other CONTRACTORs or its own employees to conduct the same
services as CONTRACTOR.
4. Any insurance the City may have for its facility described above is solely for
the benefit of the City. The City shall not be liable for injuries to property or
persons (including death) which are the result of the activities of the
CONTRACTOR. CONTRACTOR agrees he/she shall be liable for injuries to
himself/herself orothers caused by his/her own negligence, omissions,
malfeasance, or intentional conduct. When applicable, for the services
provided, CONTRACTOR shall provide insurance for the activity as
provided in the policies of the contract instructors program.
5. The CONTRACTOR represents that there are no legal impediments enter
intothis contract and that this engagement does not violate the terms of any
agreement between the CONTRACTOR and any third party. Further, the
CONTRACTOR, in rendering \[his or her\] duties shall not utilize any
invention, discovery, development, improvement, innovation, or trade secret
CONTRACT 662411
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
in which \[he or she\] does not have a proprietary interest, or a right to use.
6. During the term of this agreement, the CONTRACTOR shall devote asmuch
Of \[his or her\] productive time, energy and abilities to the performance of \[his
or her\] duties hereunder asis necessary to perform the required duties in a
timely and productive manner. The CONTRACTOR is expressly permitted to
perform services for other parties while performing services for the City.
7. The CONTRACTOR shall not perform services for other parties, onor within
City of Denton facilities.
This contract shall not render the CONTRACTOR an employee, partner, agent of, or
joint venture with the City for any purpose. The CONTRACTOR is and will remain
anindependent CONTRACTOR in \[his or her\] relationship to the City. The City shall
not be responsible for withholding taxes with respect to the CONTRACTOR's
compensation hereunder. The City will make no withholding for taxes of any type
from the fee agreed upon in Article IV. All taxes, including, but not limited to Social
Security, unemployment, FICA or other monies owned to any State, Local or Federal
governmental entity, including applicable penalties and interest, are to be paid by
CONTRACTOR and are solely the liability of same. In the event a claim ismade
against City for payment of taxes, penalties or interest for or on behalf of
CONTRACTOR, CONTRACTOR agrees to indemnify and hold harmless City of
such damages, including costs and expenses. City will not provide workers'
compensation for CONTRACTOR for services performed pursuant to this Contract
The CONTRACTOR shall have no claim against the
City hereunder or otherwise for vacation pay, sick leave, retirement benefits, social
security,
Workers' compensation, health or disability benefits, unemployment insurance
benefits, or employee benefits of any kind. The CONTRACTOR agrees to retain
control andto give full attention to the fulfillment of this Contract, and agrees this
contract will not be assigned orsublet without the prior written consent of the
City.
ARTICLE IX
INDEMNITYAGREEMENT
The CONTRACTOR shall defend, indemnify and hold harmless the City and
itsofficers, agents andemployees from and against all damages, injuries (including
death), claims, property damages (including loss of use), losses demands, suits,
judgments and costs, including reasonable attorney's fees andexpenses, in any way
arising out or of or resulting from the performance of this Contract or caused by the
negligent or intentional act or omission of the CONTRACTOR, its officers, agents,
employees, subcontractorsor invitees.
CONTRACT 662412
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
As a condition to the foregoing indemnity obligation, City shall provide
CONTRACTOR with prompt notice of any claim for which indemnification
shall be sought hereunder and shall cooperate in all reasonable respects with
CONTRACTOR inconnection with any such claim. CONTRACTOR shall be
entitled to control the handling of any such claim, with full disclosure of any and
all claims, and actions taken thereunder, to the City; and CONTRACTOR
shall be entitled to defend or settle any such claim, in its sole discretion, with
counsel of its own choosing.
Nothing in this agreement shall be construed to create a liability to any person who
is not a party to this Agreement and nothing herein shall waive any of the
party's defenses, both at law or equity, to any claim, cause of action or litigation
filed by anyone not a party to this Agreement, including the defense of
governmental immunity, which defenses are hereby expressly reserved.
ARTICLE X
INSURANCE
During the performance of the services under this Agreement,
CONTRACTOR shall maintain the following insurance with aninsurance
company licensed to dobusiness in the State of Texas by the State Insurance
Commission or any successor agency that has a rating with Best Rate Carriers ofat
least an A or above:
A.The Contractor shall provide Comprehensive General Liability Insurance
with bodily injury limits, liability, and property damage of not less than
$1,000,000 for each occurrence and not less than $2,000,000 in the
aggregate, and with property damage limits of not less than $100,000 for
each occurrence and not less than $100,000 in the aggregate. Contractor
shall name the City of Denton asan Additional Insured onthe Comprehensive
General Liabilitypolicy. Modified and Approved by City of Denton Risk
Management.
B. Automobile LiabilityInsurance with combined singlelimitbodily
injury andproperty damage of not less than $500,000 for each accident.
Waived by City of Denton Risk Management.
C. The Contractor's Doctor ofVeterinary Medicine isanindependent
contractor, and as such is not required to be covered byworkers'
compensation insurance. The Veterinary Technician
shall also not be covered byworker's compensation insurance, but will be
covered by the accident policy, in accordance with Texas
State Laws. Modified and Approved by City of Denton Risk Management.
D. The Contractor's Doctor of Veterinary Medicine shall obtain, and continue
tomaintainin full force and effect, a Professional Liability Insurance with
CONTRACT 662413
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
limits of not less than $1,000,000 combined single limit for liability and
$3,000,000 aggregate limit.The CONTRACTOR's Doctor of Veterinary
Medicine shall furnish insurance certificatesor insurance policies at
the CITY's request to evidence such coverage's. Modified andApproved by City
ofDenton Risk Management.
E.The CONTRACTOR shall furnish insurance certificates or insurance
policies at the CITY's request to evidence such coverages. CONTRACTOR
shall endeavor toprovide CITY with any cancellation or modification to its
insurance policies. Required notices of any insurance changes shall be
delivered to the City of Denton within 10days of such change. Modified and
Approvedby City o (Denton Risk Management.
ARTICLE XI
ARBITRATION AND ALTERNATE DISPUTE
RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting
the dispute to arbitration or other means of alternate dispute resolution, such as
mediation. Noarbitration or alternate dispute resolution arising out of or relating to
this Agreement, involvingone s disagreement may include the other party to the
disagreement without the other's approval.
ARTICLE XII
TERMINATION OFAGREEMENT
The City may terminate this Agreement at any time by 30 working days' written notice
to the CONTRACTOR. In addition, if the CONTRACTOR is convicted of any crime or
offense, fails or refuses to comply with the written policies or reasonable directive of
the City, or materially breaches provisions of this Agreement, the City at any time may
terminate the engagement of the CONTRACTOR immediately and without prior
written notice to the CONTRACTOR. In the event of termination for cause, the
CONTRACTOR shall only receive payment for work satisfactorily performed,
approved, and accepted by the City.
In the event of default of CONTRACTOR for any term or provision of this Contract,
the City upon notice to the CONTRACTOR of such default, may terminate this Contract
without further obligations or liability. In the event of termination for cause, the
CONTRACTOR shall only receive payment, based upon a pro-rate basis, less any
damages incurred by the City for the default. The parties hereto acknowledge that the
services to be rendered by the CONTRACTOR under this contract and the rights and
privileges granted to the City under the Agreement are of a special, unique, unusual,
and extraordinary character which gives them a peculiar value, the loss of which cannot
be reasonably or adequately compensated bydamages in any action atlaw, and the
breach by the CONTRACTOR of any of the provisions of this Agreement will cause
the City irreparable injury and damage.
CONTRACT 662414
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
The CONTRACTOR expressly agrees that the City shall be entitled to injunctive and
other equitable relief in the event of, or to prevent, a breach of any provision of this
Agreement by the CONTRACTOR. Resort to such equitable relief, however, shall not
be construed to be a waiver of any other rights or remedies that the City may have for
damages or otherwise. The various rights and remedies of the City under this
Agreement or otherwise shall be construed to be cumulative, and no one of them shall
be exclusive of any other or of any right or remedy allowed by law.
ARTICLE XIII
SAFETY and HAZARDS
The CITY does not warrant or guarantee against the possibility that
safety or environmental hazards or potential hazards may exist at the CITY's
facility. The CONTRACTOR shall be responsible for identifying any hazardous
conditions andnotifying the CITY of these conditions in writing no later than 30 days
after contract award and prior to initiation of service delivery on the property.
All CONTRACTORS to the CITY are required to ensure absolute safety
standards are applied and enforced. The CITY will not be responsible for individual
contractor safety, and the awarded CONTRACTOR shall not hold the CITY
responsible. Known hazards shall immediately be reported and all safety precautions
shall be takento prevent potential safetyissues fromoccurring.
The CONTRACTOR shall at all times exercise reasonable precautions for the safety of
participants and others on or near the CITY's facility and shall comply with all
applicable provisions of Federal, State, and Municipal safety laws.
The CONTRACTOR shall at all times observe and comply with all Federal, State and
local laws, ordinances and regulations, which in any matter affect the CONTRACTOR
or the work, and shall indemnify, defend and save harmless the CITY against any claim
arising for the violation of any such laws, ordinances and regulations whether by the
CONTRACTOR or itsemployees.
ARTICLE XIV
NOTICES
All notices, communications, and reports required or permitted under this
Agreement shall be personally delivered or mailed to the respective parties by
depositing same in the United States mail to the address shown below, certified mail,
return receipt requested, unlessotherwise specified herein. Mailed notices shall be
deemed communicated as of three (3) :
CONTRACT 662415
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
TO CONTRACTOR:TO CITY:
RSVP Services, Inc. City of Denton
Attn: Monica Hughes Attn: Karen Smith,
Purchasing Manager
2701 Hartley Field Rd 901 B Texas St
Denton, TX 76208 Denton, TX 76209
All notices shall be deemed effective upon receipt by the party to whom such notice
is given, or within three (3) days' mailing.
ARTICLE XV
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of
competent jurisdiction to be invalid or unenforceable, it shall be considered severable
from the remainder of this Agreement and shall not cause the remainder to be invalid
or unenforceable. In such event, the parties shall reform this Agreement to replace
such stricken provision with a valid and enforceable provision which comes as
close as possible to expressing the intention of the stricken provision.
ARTICLE XVI
COMPLIANCE WITH LAWS
The CONTRACTOR shall comply with all federal, state, and
local laws, rules,regulations, and ordinances applicable to the work covered
hereunder asthey may now read or hereinafter beamended.
ARTICLE XVII
DISCRIMINATION PROHIBITED
In performing the services required hereunder,CONTRACTOR shall not
discriminate against any person on the basis of race, color, religion, sex, national origin
or ancestry, age, orphysical handicap. CONTRACTOR agrees thatin connection
with the services to be provided to City hereunder that it will comply with all
applicable laws and regulations regarding employment discrimination applicable to
CONTRACTOR.
ARTICLE XVIII
PERSONNEL
All services required hereunder will be performed by CONTRACTOR. All
personnel engagedin work shall have the necessary skills and experience, and shall
be authorized and permitted under state and local laws to perform such services.
CONTRACTOR shall inform the City of any conflict of interest that may be discovered or
arise during the term of this Agreement. CONTRACTOR shall complete and submit
Exhibit I.
CONTRACT 662416
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
ARTICLE XIX
ASSIGNABILITY
The CONTRACTOR shall not assign any interest in this Agreement, and
shall not transfer any interest in this Agreement (whether by assignment, novation,
or otherwise) without the prior written consent of the CITY.
This Contract shall be binding upon the parties hereto, their successors,
heirs, personal representatives andassigns.
ARTICLE XX
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or
limitation herein contained shall be valid unless in writing and duly executed by the
party to be charged therewith, and no evidence of any waiver or modification
shall be offered or received in evidence in any proceeding arising between the
parties hereto out of or affecting this Agreement, or the rights or obligations of the
parties hereunder, and unless such waiver or modification is in writing and duly
executed; and the parties further agree that the provisions of this section will notbe
waived unlessas set forth herein.
ARTICLE XXI
MISCELLANEOUS
A. The following exhibits are attached to and made a part of this Agreement:
Exhibit A - Pricing Sheet
Exhibit B City of
Agent);
Exhibit C - Cityof Denton Standard Terms and Conditions
Exhibit D - Certificate of Interested Parties Electronic Filing
Exhibit E - Proposal
Exhibit F- House Bill 89 Verification
Exhibit G - Senate Bill 252 Certification
Exhibit H- Form CIQ Conflict of Interest Questionnaire
B. The City shall have the right to audit and make copies of the books,
records and computations pertaining to this agreement. The CONTRACTOR
shall retain suchbooks, records, documents and other evidence pertaining to
this agreement during the contract period and five years thereafter, except if
an audit isin 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 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 this agreement,
CONTRACT 662417
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
andto allow the City similar access to those documents. All books and
records will be made available within a 50mile 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. Ifan overpayment of 1% or greater occurs, the
reasonable costs of the audit, including any travel costs,
must be borne by the CONTRACTOR which must be payable within
five business days of receipt of an invoice.
Failure to comply with the provisions of this section shall be a material
breach of this contract and shall constitute, in the City's sole discretion,
grounds for termination thereof. Each of the terms "books", "records",
"documents" and "other evidence", as used above, shall be construed to
include drafts and electronic files, evenif such draftsor electronic files are
subsequently used togenerate or prepare a final printeddocument.
C. Venue of any suit or cause of action under this Agreement shall lie exclusively
inDenton County, Texas. This Agreement shall be construed in accordance
with the laws ofthe State of Texas.
D.For the purpose of this Agreement, the key persons who will perform most of the
work hereunder shall bethe DVMand Experienced Veterinary
Technicians.However, nothing herein shall limit CONTRACTOR from
using other qualified, licensed, and competent members of its firm to perform
the services required herein.
E. CONTRACTOR shall commence, carry on, and complete any and all projects
with all applicable dispatch,in a sound, economical, and efficient manner and
in accordance with the provisions hereof. In accomplishing the projects,
CONTRACTOR shall take such stepsas are appropriate to ensure that the
work involved is properly coordinated with related work being carried onby
the CITY.
F. The CITY shall assist the CONTRACTOR by placing at the CONTRACTOR's
disposal all available information pertinent to the Project, including previous
reports, any other data relative to the Project, and arranging for the access
thereto, and make all provisions for the CONTRACTOR to enter in or upon
public and private property as required for the CONTRACTOR to perform
services under this Agreement.
G. The captions of this Agreement are for informational purposes only, and shall
not in any way affect the substantive terms or conditions of this Agreement.
H. Notwithstanding any other provision in this Agreement, Contractor shall notbe
liable or held responsible for any failure to perform or delays in performing its
obligations under this Agreement, which result from circumstances or causes
beyond CONTRACTOR's reasonable control, including, without limitation,
acts or omissions or the failure to cooperate pursuant to this Agreement by
CONTRACT 662418
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
City (including, without limitation, entities or individuals under its control, or
any of their respective officers, directors, employees, other personnel and
agents), fire or casualty, act of God, strike or labor disputes, war or other
violence, or any law, order or requirement of any governmental agency or
authority.
I.If there is any conflict between the terms of this Agreement and the exhibits
attached to this Agreement, the terms and conditions of this Agreement will
control over the terms and conditions of the attached exhibits or task orders.
ARTICLE XXII
COOPERATIVE PURCHASING/PIGGYBACK OPTION
The contract will be available for use by all governmental entities, providing
there is no conflict with any applicable statutes, rules, policies, or procedures. The
governmental entitieswill have the option to use the pricing as agreed to within
the resulting contract. Provided that other governmental entities are interested in
ordering from the resulting contract, and other delivery locations are requested than
originally agreed upon, the City of Denton and the awarded contractor will seek a
mutual agreement for pricing to other locations.
Governmental entities will issue their internal purchase orders directly to the
contractor(s), however, shall reference and cite the City of Denton contract number
(RFP number) within the purchase order document.
ARTICLE XXIII
ENTIRE AGREEMENT
This Agreement, consisting of25pagesand 9 exhibits,constitutes the complete
and final expression of the agreement of the parties, and is intended as a complete and
exclusive statement of the terms of their agreements, and supersedes all prior
contemporaneous offers, promises, representations, negotiations, discussions,
communications, and agreements which may have been made in connection with
the subject matter hereof.
IN WITNESS WHEREOF, the City of Denton, Texas has caused this
Agreement to be executed by its duly authorized City Manager, and
CONTRACTOR, on this the _________.
CONTRACT 662419
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
CONTRACTOR
BY: ___________________________
AUTHORIZED SIGNATURE
Date:__________________________
Name:_________________________
Title: __________________________
_______________________________
EMAIL ADDRESS
2018-320826_____________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
ATTEST: CITY OF DENTON, TEXAS
JENNIFER WALTERS, CITY SECRETARY
__________________________________ _________________________
T ODD HILEMAN
CITY MANAGER
BY: __________________________________ Date:
APPROVED ASTO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY:
________________________________________
CONTRACT 662420
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT A
RFP6624-1
BEST AND FINAL OFFER (BAFO)
Pricing Sheet for SUPPLY OF VETERINARY SERVICES FOR LINDA McNATT ANIMAL SHELTER
Respondent's Business Name RSVP Services, Inc
Principal Place of Business (City and State)Denton, Texas
The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format.
Services Proposal Pricing:
ESTIMATEDESTIMATED
PROPOSED
UNIT OF ESTIMATED
ITEMWEEKLYANNUALTYPE OF SERVICE REQUESTEDHOURLY
MEASUREANNUAL COST
HOURSHOURSRATE
up to 8 hour per shift, In-house Texas Licensed Doctor of Veterinary Medicine
1A24 1,248
3 Shifts per week(DVM) Services. (Doctors to be identified on invoices)
$ 94.50 $ 117,936.00
In-house Texas Licensed Doctor of Veterinary Medicine
1B0 50 HR(DVM) Services. (Additional hours if needed. Doctors to be
identified on invoices)
$ 157.50
$ 7,875.00
Veterinary Technicians- Qty2: In-house Texas Licensed
Doctor of Veterinary Medicine (DVM) Services (Names,
2A 80 4,160 HR
dates and hours to be listed on invoice. Additional Hours if
needed)
$ 31.71 $ 131,913.60
After Hours Emergency DVM Veterinary Care Services, by
2B4208HR
Vet Technician as-needed basis only- Overtime
$ 50.40
$ 10,483.20
PROPOSED ESTIMATED
ITEMTYPE OF SERVICE REQUESTED
RATEANNUAL COST
3Animal Hospital Services & Administration of bills, etc
$ -
TOTAL 268,207.80$
*NOTE: PLEASE EMAIL THIS EXHIBIT 1 AS AN EXCEL FILE TO EBIDS@CITYOFDENTON.COM
RSVP has secured ER & daytime off site services at negotiated rates below standard customer prices.
List of servicesPrice
Off-site veterinary services during business hours
10% discount on services provided with initial cap at $200 and second cap at $400
Animal Hospital on Teasley Lane
Argyle Veterinary Hospital
Off-site veterinary services after business hours
10% discount on services provided with initial cap at $500 and second cap at $900
Argyle Veterinary Hospital
Center for Veterinary Specialty and Emergency Care
North Texas Emergency Pet Clinic
Flower Mound Emergency Pet Clinic
Denton County Animal ER
CONTRACT 662421
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C
City of Denton
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements
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
rtment and
the Supplier. No Terms and Conditions contained in the selleroposal response, invoice or statement shall serve to
modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase
order these written provisions will take precedence.
By submitting an offer in response to the solicitation, the Contractor agrees that the contract shall be governed by the
following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in
the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections
9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally
premises or on public rights-of-way.
1. . The Contractor shall fully and timely provide all deliverables described in
conditions of the
Contract and all applicable Federal, State, and local laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of
the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance
with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance
with good commercial practice and shall include a packing list showing the description of each item, the quantity and
unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping
container shall be clearly and permanently marked as follows: (a) The Contractor's nam
name, address and purchase order or purchase release number and the price agreement number if applicable, (c)
Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing
the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest
transportation costs and to conform to all the requirements of common carriers and any applicable specification. The
City's count or weight shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables
under reservation and no tender of a bill of lading will operate as a tender of deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City
actually receives and accepts the deliverables.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of
delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer,
he 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-
Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to
the City to facilitate such inspection.
CONTRACT 662422
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C
City of Denton
Standard Purchase Terms and Conditions
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
location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and
facilities necessary to perform the services, and any other condition or state of fact which could in any way affect
gations under the contract. The Contractor hereby releases and holds the City
harmless from and against any liability or claim for damages of any kind or nature if the actual site or service
conditions differ from expected conditions.
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 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
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor,
their respective employees, shall comply fully with all applicable federal, state, and local
health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including
but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the
City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every
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 order number and
the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of
Page 2 of 22
CONTRACT 662423
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C
City of Denton
Standard Purchase Terms and Conditions
the bil
remittance address and, if applicable, the tax identification number on the invoice must exactly match the information
on with the City. Unless otherwise instructed in writing, the City may rely on the remittance
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly
identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order
number. Time billed for labor shall be limited to hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount.
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar
Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser
of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if
payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall
not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or
delivery, as stated above, provided that the invoice matches the shipment or delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to
provide, are filed or reasonable evidence indicating probable filing of such claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
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 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 award
obligations are payable only and solely from funds Appropriated and available for this contract. The absence of
Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not
Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall
provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year
to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit
the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will
be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid
by the Contractor, unless otherwise stated in the contract terms.
Page 3 of 22
CONTRACT 662424
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C
City of Denton
Standard Purchase Terms and Conditions
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor
is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than
the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be
withheld if the Contractor is not in compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously
asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from
failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from
to audit; and ii. a waiver of all claims by the Contractor against the
City other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special
tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such
special tooling equipment and any process sheets related thereto shall become the property of the City and shall be
identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the
Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract
period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case
records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other
evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require
all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence
pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be
made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless
the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of
the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business
days of receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute,
ude drafts and electronic files, even if such drafts or
electronic files are subsequently used to generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with
all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided
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:
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
Page 4 of 22
CONTRACT 662425
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C
City of Denton
Standard Purchase Terms and Conditions
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.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance
of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one
or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the
non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the
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
s rights under this section.
D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required
by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be
required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other
sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the
City to procure such deliverables from another source.
Page 5 of 22
CONTRACT 662426
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C
City of Denton
Standard Purchase Terms and Conditions
warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest
22. WARRANTY SERVICES: The Contractor warrants and represents that all services to be provided the City
under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally
accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable
Federal, State and local laws, rules or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any
attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date.
If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon
receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All
costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach
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
evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance
occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the
diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such
amount will be refunded to the City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other
and may be made to the other party for written assurance of the intent to perform. In the
event that no assurance is given within the time specified after demand is made, the demanding party may treat this
failure as an anticipatory repudiation of the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is
observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is
determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work
until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for
all costs incurred by the City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and
faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of
performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States
by the Contractor to the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to
terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after
the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence
other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses
urt costs, and prejudgment and post-judgment interest at the maximum lawful rate.
Page 6 of 22
CONTRACT 662427
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C
City of Denton
Standard Purchase Terms and Conditions
list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All
rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by
law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in
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.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it
is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the
Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and
execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar
days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor
from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if,
while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions,
sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default
or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will
be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish
a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and
liability of every character, type or description, including all reasonable costs and expenses of litigation,
mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for:
(1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor,
their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation,
loss of services, or loss of income or wages to any person (including but not limited to the agents, officers
include the sale of defective or non-conforming deliverables, negligence, willful misconduct or a breach of
any legally imposed strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD
THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS
HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF,
INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE
CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE
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.
Page 7 of 22
CONTRACT 662428
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C
City of Denton
Standard Purchase Terms and Conditions
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 satisfactory to the City of Denton.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as
submitted to the City and approved by the City within the procurement process, for the duration of the
Contract, including extension options and hold over periods, and during any warranty period.
the 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.
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
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
red 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.
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.
itten notice of erosion of
and are not intended to limit the responsibility or liability of the Contractor.
Page 8 of 22
CONTRACT 662429
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C
City of Denton
Standard Purchase Terms and Conditions
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
the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the
Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action;
the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim
is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton
City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas
76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to
be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked
if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other
means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class
mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified
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 other professionals) arising out of or resulting from: (i) any
applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or
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-
r this paragraph and the City makes
no warranty that the production, development, or delivery of such deliverables will not impact such warranties of
Contractor.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain
confidential know-how, confidential business information, and other information which the City or its licensors
cons
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
Page 9 of 22
CONTRACT 662430
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C
City of Denton
Standard Purchase Terms and Conditions
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 however, that nothing in this Paragraph 38 shall negate the
deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor
hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to
execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such
deliverables. With respect to such work made-for-hire, the Contractor agrees to execute, acknowledge, and deliver
and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work-
made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such
deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute,
acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City
might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration,
trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to
assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in
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
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
Page 10 of 22
CONTRACT 662431
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C
City of Denton
Standard Purchase Terms and Conditions
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 of this provision,
with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The
Attachment G).
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee
relationship,
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
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.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and
the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract
shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City.
Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it
being the intention of the parties that there are no third party beneficiaries to the Contract.
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 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
Page 11 of 22
CONTRACT 662432
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C
City of Denton
Standard Purchase Terms and Conditions
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
bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them
or otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of
Texas, including, when applicable, the Uniform Commercial Code as adopted 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
Christmas Eve (observed)
Christmas Day (observed)
rved)
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.
Page 12 of 22
CONTRACT 662433
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C
City of Denton
Standard Purchase Terms and Conditions
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:
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, in addition to the specific federally funded requirements
detailed in Attachment B.
A. Definitions. As used in this paragraph
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of
incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty
(whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of the component,
including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but
excluding profit. Cost of components does not include any costs associated with the manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured
in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same
class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably
available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and
prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired
for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will
consider for approval foreign articles as domestic for this product if the articles are on a list approved by another
Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on
an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign
end products in the provision of the Solicitation entitled "Buy American Act Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in
any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the
submittal does not affect this right.
Page 13 of 22
CONTRACT 662434
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C
City of Denton
Standard Purchase Terms and Conditions
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 awarded 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/dbrahtm 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 of 1978, dealing
with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State
compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State
withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses
resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free
Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free
work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the
Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the
provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with
the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be
liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent
and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection
with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager
in writing of any such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for
performance under the Contract should it be prevented from performance by an act of war, order of legal authority,
act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of
an occurrence under this Section, the Respondent will be excused from any further performance or observance of the
requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially
reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay.
The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in
writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail
the circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will
not affect the right of such Party to require performance in the future. No delay,
exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel,
waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not
be construed as a waiver of any continuing or succeeding breach.
Page 14 of 22
CONTRACT 662435
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C
City of Denton
Standard Purchase Terms and Conditions
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is
in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the
City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical
records, and any other records or books relating to the performances called for in the Contract. The Respondent shall
retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State
Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The
Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State
Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being
spent under the Contract.
Should a conflict arise between the PO, RFP document, supplier terms, drawings,
specifications, construction document, or contract; the terms and conditions set forth in the
City of Denton General Conditions and the negotiated contract shall prevail.
CONTRACT 662436
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C APPENDIX A
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.
CONTRACT 662437
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C APPENDIX A
Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following 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.Modified and Approved
by City of Denton Risk Management.
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.
CONTRACT 662438
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C APPENDIX A
\[X\] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
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.Modified and Approved by City of Denton
Risk Management.
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.
CONTRACT 662439
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C APPENDIX A
\[ \] 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
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
on the existing CGL coverage; through and
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
oyees,
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 662440
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C APPENDIX A
ATTACHMENT 1
\[X\]
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
project, so the governmental entity will have on file certificates of
CONTRACT 662441
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C APPENDIX A
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
CONTRACT 662442
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT C APPENDIX A
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 662443
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT E
CONTRACT 662445
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT E
CONTRACT 662446
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT E
CONTRACT 662447
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT E
CONTRACT 662448
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT E
CONTRACT 662449
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT E
CONTRACT 662450
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT E
CONTRACT 662451
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT E
CONTRACT 662452
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT E
CONTRACT 662453
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT E
CONTRACT 662454
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT E
CONTRACT 662455
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
CONTRACT 662456
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
CONTRACT 662457
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
CONTRACT 662458
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
CONTRACT 662459
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
CONTRACT 662460
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
CONTRACT 662461
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
CONTRACT 662462
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
CONTRACT 662463
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
CONTRACT 662464
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
CONTRACT 662465
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
CONTRACT 662466
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
CONTRACT 662467
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
CONTRACT 662468
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT
F
House Bill 89 - Government Code 2270
VERIFICATION
I, _______________________________________________, and the undersigned
representative of ______________________________Company or Business name
(hereafter referred to as company), being an adult over the age of eighteen (18)
years of age, verify that the company named-above, under the provisions of
Subtitle F, Title 10, and Government Code Chapter 2270:
1.Does not boycott Israel currently; and
2.Will not boycott Israel during the term of the contract the above-named
Company, business or individual with City of Denton.
Pursuant to Section 2270.001, Texas Government Code:
1.
with, or otherwise taking any action that is intended to penalize, inflict
economic harm on, or limit commercial relations specifically with Israel, or
with a person or entity doing business in Israel or in an Israeli-controlled
territory, but does not include an action made for ordinary business
purposes; and
2.-profit sole proprietorship, organization,
association, corporation, partnership, joint venture, limited partnership,
limited liability partnership, or any limited liability company, including a
wholly owned subsidiary, majority-owned subsidiary, parent company or
affiliate of those entities or business associations that exist to make a profit.
___________________________________
Name of Company Representative (Print)
________________________________
Signature of Company Representative
_________________________________
Date
CONTRACT 662469
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT
G
Senate Bill 252 -Government Code 2252
CERTIFICATION
I, ______________________________________________, the undersigned
representative of ________________________________________________
(Company or business name) being an adult over the age of eighteen (18) years of
age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and
Section 2252.153, certify that the company named above is not listed on the website
of the Comptroller of the State of Texas concerning the listing of companies that are
identified under Section 806.051, Section 807.051 or Section 2253.153. I further
certify that should the above-named company enter into a contract that is on said
listing of companies on the website of the Comptroller of the State of Texas which
do business with Iran, Sudan or any Foreign Terrorist Organization, I will
immediately notify the Department.
___________________________________
Name of Company Representative (Print)
________________________________
Signature of Company Representative
_________________________________
Date
CONTRACT 662470
DocuSign Envelope ID: 6577BE24-44CC-441F-A534-ADC2B41508C3
EXHIBIT H
XXXXXXXX
CONTRACT 662471
Certificate Of Completion
Envelope Id: 6577BE2444CC441FA534ADC2B41508C3Status: Completed
Subject: FILE# 6624 VETERINARY SERVICES
Source Envelope:
Document Pages: 71Signatures: 6Envelope Originator:
Certificate Pages: 6Initials: 0Robyn Forsyth
AutoNav: Enabled901B Texas Street
EnvelopeId Stamping: EnabledDenton, TX 76209
Time Zone: (UTC-06:00) Central Time (US & Canada)robyn.forsyth@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: OriginalHolder: Robyn ForsythLocation: DocuSign
3/7/2018 1:22:36 PM robyn.forsyth@cityofdenton.com
Signer EventsSignatureTimestamp
Robyn ForsythSent: 3/7/2018 1:29:36 PM
Completed
robyn.forsyth@cityofdenton.comViewed: 3/7/2018 1:29:50 PM
BuyerSigned: 3/7/2018 1:31:54 PM
Using IP Address: 129.120.6.150
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Monica HughesSent: 3/7/2018 1:31:59 PM
monica.hughes@4rsvp.comViewed: 3/7/2018 3:21:40 PM
DirectorSigned: 3/7/2018 3:27:19 PM
RSVP Services, Inc
Using IP Address: 205.201.98.10
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Larry CollisterSent: 3/7/2018 3:27:25 PM
larry.collister@cityofdenton.comResent: 3/26/2018 9:53:27 AM
Deputy City AttorneyResent: 3/27/2018 8:43:24 AM
Security Level: Email, Account Authentication Resent: 3/27/2018 4:17:46 PM
Using IP Address: 129.120.6.150
(None)
Viewed: 3/8/2018 8:44:00 AM
Signed: 3/30/2018 12:04:59 PM
Electronic Record and Signature Disclosure:
Accepted: 9/26/2017 2:27:28 PM
ID: 01f5f868-f109-4e29-ad49-21db9046c882
Rebecca HunterSent: 3/30/2018 12:05:04 PM
Completed
rebecca.hunter@cityofdenton.comViewed: 4/6/2018 10:59:32 AM
Assistant Purchasing ManagerSigned: 4/6/2018 11:00:24 AM
Using IP Address: 129.120.6.150
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Signer EventsSignatureTimestamp
Todd HilemanSent: 4/6/2018 11:00:29 AM
todd.hileman@cityofdenton.comViewed: 4/6/2018 11:01:52 AM
City ManagerSigned: 4/6/2018 11:02:00 AM
City of Denton
Using IP Address: 65.35.65.107
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 11:02:14 AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Jennifer WaltersSent: 4/6/2018 11:02:04 AM
jennifer.walters@cityofdenton.comViewed: 4/9/2018 4:29:24 PM
City SecretarySigned: 4/9/2018 4:29:46 PM
City of Denton
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer EventsSignatureTimestamp
Editor Delivery EventsStatusTimestamp
Agent Delivery EventsStatusTimestamp
Intermediary Delivery EventsStatusTimestamp
Certified Delivery EventsStatusTimestamp
Carbon Copy EventsStatusTimestamp
Sherri ThurmanSent: 3/7/2018 3:27:23 PM
sherri.thurman@cityofdenton.comViewed: 3/7/2018 3:32:40 PM
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane RichardsonSent: 4/6/2018 11:00:28 AM
jane.richardson@cityofdenton.comViewed: 4/6/2018 11:33:11 AM
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jennifer BridgesSent: 4/9/2018 4:29:52 PM
jennifer.bridges@cityofdenton.comViewed: 4/10/2018 10:16:49 AM
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy EventsStatusTimestamp
Jane RichardsonSent: 4/9/2018 4:29:53 PM
jane.richardson@cityofdenton.comViewed: 4/24/2018 1:38:56 PM
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Paul O'NeillSent: 4/9/2018 4:29:54 PM
Paul.O'Neill@cityofdenton.comViewed: 4/9/2018 4:39:47 PM
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Roger WhiteSent: 4/9/2018 4:29:55 PM
roger.white@cityofdenton.comViewed: 4/10/2018 8:35:01 AM
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Notary EventsSignatureTimestamp
Envelope Summary EventsStatusTimestamps
Envelope SentHashed/Encrypted4/9/2018 4:29:55 PM
Certified DeliveredSecurity Checked4/9/2018 4:29:55 PM
Signing CompleteSecurity Checked4/9/2018 4:29:55 PM
CompletedSecurity Checked4/9/2018 4:29:55 PM
Payment EventsStatusTimestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
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Getting paper copies
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If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
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disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
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All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
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To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
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must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
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Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
Allow per session cookies
Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
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To confirm to us that you can access this information electronically, which will be similar to
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please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.