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18-418�' � � 1 i � + . �• � . # � � � . . . � •. •''••' � •` • ••' • • •' • • # • � • ' � ',,, # �' � �' '�. � '.: � � 1 1 : � . R �: -. , � I �. `.... � . � .' . � �' � R. �� , .... ♦...� ' ... , � E '�: :,�. , � � ��..', � � � ,,,. ��.. � � ,:... ,... .. � , � ,� .• � '.. ., : � •... � 1 ,; �: � . .. * � ,, :, �. : � *�. � � ,�..... , � R°.. � 1; E. ,; ♦ . � h ! �� ' � � � ��'�. � �' � � : �.... , *�. . ,.,. # � ...... , �. * �'�.. � r • �. ' � � # � # ',� �. .. � • .. � �, � ......... � � � �� . � � � �' � , . � �' � . , � . ��. �' . � ��.. � . � ,' .� �� . �� ,G . �' � ��,,�" � � ♦ ' .. 1 � .. � ,: � ��' .:�' "�:. � �`� �� t�:�• ' •'�.. w `��. # ��.. � �� ! �l��:...� #'. � r ' # ' � �� • ' • " � ��• • . . • . ' �• • �: • � + � � . • • � • ' ♦, . �' #': • . � � # /' # •,"*. ' •' *' � � . � ♦ f# '• _# l ' # " [ � ' #, *• �. .. # •r . # * . � f . • ' !' 1 # , • # •' '' � 1 ' . " * #' • • � � � _ � . + ' #� : . • ' ; � � ' � ' � � " ' ' ' • r • � ' ' ' � . f' ' � . *.� � . ' . . ' �_ #"! ! •�w � : • - � � ;' •� . , •�'♦ � . � f' � . . � . !#': . ' # • ' • t , ' + . . 1, • � . � �.� . .•' ' #'' • ��# • •' � � � . '. � . ! • �'� . i •�' � . . ��:�! . # # � � f. .� � . � . ' � - - . : -� t • •! " • - - .!� ! -• . • . -� '� � ' " * � ' * � , �, ' * * � * � i ��'/ � TION 1. That the items in the following numbered request for proposal for materials, .SE.C..... equipment, supplies or services, shown in the "Request Proposals" on file in the office af the Purchasing Agent, are hereby accepted and approved as being the most advantageaus to the City cansidering the relative importance of price and the other evaluatian factors included in the request far proposals. . . : '; • !� • . , � � • ''. � � /� : � � - • � - � - � • � � , '� 1 11 111 � . • - . -� .: - . � .�r ♦ . • " .�� - �- -• - � : submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums cantained in the Praposal Invitations, Proposals, and related documents. SECTION 3. That 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. 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 the RFP 6504 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. That this ordinance shall become effective immediately upon its passage and approval. The motion to <��a��a c��r+� ��u � ordinance was made by ��„i2 f2 �!/�ZdL m_ and seconded by . a c�_�m..:�� mm________ ______ _, ��y�e`__________________, the ordinance was passe and approved by the following vote a - � : Aye Nay Abstain Absent Mayor Chris Watts: �� Gerard Hudspeth, District 1: ✓ Keely G. Briggs, District 2: � Don Duff, District 3: ✓ John Ryan, District 4; ✓ Deb Armintor, At Large Place 5: � Paul Meltzer, At Large Place 6: ✓ PASSED AND APPROVED this the µ� ' m 2018. o��v� day of ��,,, �"�� ?� ��° �� , ° �� °° �.`��-Cf��w�d��'� ��":1��`'��, MAYOR.... .....�......... ATTEST: JENNIFER WALTERS, CITY SECRETARY : APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY : DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ t . ğƩŭĻƷ 5ğƷĻ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ /ƚƓƷƩğĭƷ ğƌǒĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AN PRESIDIO NETWORKED SOLUTIONS GROUP, LLC (CONTRACT 6504) THIS CONTRACT is made and entered into this date ______________________, by and between Presidio Networked Solutions Group, LLC a corporation, whose address is 1955 Lakeway Drive, Suite 220, Lewisville, TX 75057, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and/or services in document RFP 6504-Technology Infrastructure Equipment & Software, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (b) 504 (on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions C; (d) Insurance Requirements D (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) (Exhibit "F"); (g) Sample Work Assignment Form (h) House Bill 89 Verification H; (i) Senate Bill 252 Certification I; (j) Form CIQ Conflict of Interest Questionnaire (Exhibit "J"); any Work Assignments that are later executed by the Parties. These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: ______________________________ AUTHORIZED SIGNATURE Date: _______________________________ Name: ______________________________ Title: _______________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ADDRESS 2018-369738 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: TODD HILEMAN CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B Exhibit A Special Terms and Conditions 1. Type of Contract This Contract is for an indefinite delivery/indefinite quantity services and products contract that contains an indefinite quantity of Professional Services and/or Products and indefinite delivery dates . 2. Total Contract Amount The contract total for Professional Services and/or Products shall not exceed $10,500,000. Pricing shall be per Exhibit F attached. Subject to the further approval of City Council, the Contract Amount will not exceed $10,500,000 for both the initial Contract Term and the two possible extension options, which may be increased subject to the availability of funding and further approval of the City Council. City agrees to pay Contractor from available funds for performance of the Contract in accordance with the Bid and the provisions of the Contract Documents, subject to additions and deductions, as provided therein. The s payment obligations are payable only and solely from funds available for the purposes of this Contract. 3. Contract Terms Contractor This Contract will be for an initial one (1) year term, with two (2) possible one (1) year extension options. The contract shall commence upon the issuance of a Notice of Award. Extension of the Contract will be at the mutual agreement of both City and the Contractor. If the City chooses not to renew, a hold over extension of the Contract term for up to 180 calendar days may be implemented by the City to allow time for re-bidding. The City reserves the right not to offer an extension. Work Assignments may be issued at any time during the term of the Contract. Work Assignments not completed by the expiration date of the Contract are subject to the terms and conditions of the Contract which will continue in full force and effect. 4. Price Escalation and De-escalation The City will implement an escalation/de-escalation price adjustment annually. The escalation/de- escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the annually list. The price adjustment will be determined annually from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the Contractor or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B 5. Work Assignment; Work Assignments Part of Contract The City will initiate work under this Contract as individual Work Assignments. The individual Work Assignment may be for the purchase of products, professional services or a combination of both. Each individual Work Assignment will define the scope, identify the subcontractors, if any, and confirm the Contract Time for the specific Work Assignment to be performed. Given the context of the scope of work under this Contract and the method of determining the Work Assignment Amount and Contract Time for each Work Assignment, each Work Assignment will be considered to be the equivalent of a negotiated Change Order based upon the prices submitted by the Contractor. Once counter-signed by the City, a Work Assignment Form becomes a part of the Contract subject to all terms and conditions of the Contract and shall serve as a Notice to Proceed. The Contractor is not authorized to perform work until the specific Work Assignment is approved and the Notice to Proceed is issued. Work for each Work Assignment will be authorized under a separate Notice to Proceed. Mobilization must begin within 30 calendar days of Notice To Proceed for each Work Assignment. 6. Allowance Allowance is defined as "a not-to-be-n the aggregate, which is established between the City and the Contractor as part of the bid documents when the precise scope of a particular line item(s) has not been defined to a level which is adequate for the Contractor to provide a definitive line item pricing for that particular scope of Work. The use of any Allowances by the Contractor will be subject to the CityCity intent to minimize the use of Allowances to the fullest extent possible. 7. Work Assignment Amount The Contractor will base its bid amount on the Contractor of Work set forth in the Bid Form, which will only be used for the purpose of the comparison and evaluation of Bids. The City will subsequently issue Work Assignments based on the City and not in accordance with the estimated quantities contained in the Bid documents up to the aggregated Contract Amount of $10,500,000, subject to further appropriations. 8. Contract Time for Each Work Assignment. The duration of time to complete each Work Assignment. The Contract Time will be included in each Work Assignment and must be completed within that time. For all Work Assignments not completed within the Contract Time, liquidated damages will be assessed per day and will be calculated separately for each Work Assignment. 9. Commencement of Contract Time for Each Work Assignment: Notice to Proceed The date that the Work Assignment is signed by the City and delivered to the Contractor with an accompanying Notice to Proceed will be the commencement date for the purposes of the measurement of Contract Time for that individual Work Assignment. The OWNER will issue a written Notice to Proceed for each Work Assignment describing the work to be performed and the Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B time allowed for the completion of the Work. Contractor agrees to commence each Work Assignment within the time set forth in subsequently issued Notice to Proceed describing such Work Assignment and to substantially complete such Work Assignment within the time set forth in such Notice To Proceed. Contract Time for specific Work Assignments is of the essence and all Work shall be completed within the stated duration of each assignment. Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings Work Assignments issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in Terms and Conditions contained in the selle to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to the goods purchased under a Work Assignment, and sections 9, 10, 11, 22 and 32 shall apply only to the professional services purchased under a Work Assignment. Sections 3, 4, 5, 6, 7, 8, 9, 10, 10, 20, 21, 22, 32 and 36 shall apply to both goods and services purchased under a Work Assignment. 1. . The Contractor shall fully and timely provide all the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City deliverables at the C furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, 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. Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B 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 the Illegal Immigration Reform and 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight address and, if applicable, the tax identification number on the invoice must exactly match the C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City 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 or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising 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 Each of the include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in t any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B 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 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. Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B 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 for the time period provided by the Manufacturerfrom 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 incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give All original equipment manufacturer (OEM) warranties, certifications and guarantees are provided by Contractor directly to the City. Contractor serves as a single point of contact between third party OEMs and the City of Denton to enforce such passed through warranties. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate Contractor shall assist and cooperate with the City to the fullest extent to enforce such nty for the benefit of the City. 22. WARRANTY SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all cla accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Con the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, including, without - judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor fro 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 # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B IONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and 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. ii. The Contractor shall provide endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 ty where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B 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. xiii. The Contractor shall endeavor to provide notice of erosion of the aggregate limits below occurrence limits for all applicable are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the 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 to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B Act, Chapter 552, and Texas Government Code. 36. INTELLECTUAL PROPERTY RIGHTS:. 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: intellectual property rights of any third party; or (ii) the representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co- counsel on t 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 uding inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) s and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B 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 deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, wit consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B 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 Contractor shall complete and submit the Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and 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 Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B 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 a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B 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 contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B 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. 68. Limited Liability. NOTWITHSTANDING ANYTHING CONTRARY IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, BY REASON OF ANY REPRESENTATION OR EXPRESS OR IMPLIED WARRANTY, CONDITION OR OTHER TERM OR ANY DUTY AT COMMON OR CIVIL LAW, FOR ANY SPECIAL, INCIDENTAL, INDIRECT, LOST PROFITS, CONSEQENTIAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT. IN THE EVENT OF ANY BREACH OF THIS AGREEMENT, HOWEVER, THE NON-BREACHING PARTY IS ENTITLED TO RECOVER EXPECTATION DAMAGES FROM THE BREACH PARTY, WHICH ARE DEFINED AS THE AMOUNTS THAT NON-BREACHING PARTY WOULD HAVE RECEIVED UNDER THE AGREEMENT HAD THE BREACHING PARTY FULLY PERFORMED PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IT IS FURTHER AGREED THAT IF A CLAIM OR LIABILITY SHOULD ARISE FROM THE JOINT OR CONCURRING NEGLIGENCE OF BOTH PARTIES HERETO, IT SHOULD BE BORNE BY THEM COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NEITHER THIS SECTION NOR ANY OTHER PORTION OF THIS AGREEMENT SHALL BE CONSTRUED AS, OR SHALL CREATE ANY, RIGHTS FOR ANY PERSONS OR ENTITIES WHO ARE NOT A PARTY TO THIS AGREEMENT. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. 4. Purchase order 5. Contractor terms and conditions Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B Exhibit D 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 # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B 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. 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 # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B \[X\] 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. 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 # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B \[ \] 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 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 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 # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B ATTACHMENT 1 \[X\] Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B 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 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: Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B 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 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 # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Contract # 6504 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B EXHIBIT F RFP 6504 - Pricing Sheet for Cisco Hardware and Software with Maintenance Respondent's Name:Presidio Principle Place of Business (City, State):Lewisville, Texas I (CISCO) Product Proposal Pricing (FOB DESTINATION): City Discount % off Estimated Delivery Item # UOMProduct Category ARO (Days) MSRP SECTION A - Hardware and Software A1EA Nexus Series Routers/Switches 52.5%5 to 15 Bus Days A2EA Nexus Series IO Modules and Power Supplies 52.5%5 to 15 Bus Days A3EA Nexus Series Licensing 52.5%5 to 15 Bus Days A4EA Catalyst Series Routers/Switches 52.5%5 to 15 Bus Days A5EA Catalyst Series IO Modules and Power Supplies 52.5%5 to 15 Bus Days A6EA Catalyst Series Licensing 52.5%5 to 15 Bus Days Voice Gateway and Communication Series Routers and Interface Cards A7EA 52.5%5 to 15 Bus Days Voice Gateway and Communication Series Routers Licenses A8EA 52.5%5 to 15 Bus Days Wireless LAN Controllers Series (WLC) A9EA 52.5%5 to 15 Bus Days Wireless Access Points Indoor and Outdoor Series (AP) A10EA 52.5%5 to 15 Bus Days Wireless Access Point Licenses for all Wireless Controller Series A11EA 52.5%5 to 15 Bus Days Prime Infrastructure Licenses A12EA 52.5%5 to 15 Bus Days Mobility Services Engine (MSE) Licenses A13EA 52.5%5 to 15 Bus Days Wireless Kits, Power Taps, and Injectors A14EA 52.5%5 to 15 Bus Days A15EA UCS Fabric Interconnects, Blade Chassis, B Series Blade Servers, Blade Server Hard Drives, Chassis FOM/IOM, Blade IOM 61.0%5 to 15 Bus Days A16EA UCS Series Fiber and Copper Transceivers and Twinax Cables 61.0%5 to 15 Bus Days A17EA MDS Series Fabric Switches 52.5%5 to 15 Bus Days A18EA MDS Series Fiber Transceivers 52.5%5 to 15 Bus Days A19EA Identity Services Engine Licenses 52.5%5 to 15 Bus Days A20EA ASA Series Firewalls 52.5%5 to 15 Bus Days A21EA Unified Communications Manager (UCM), Unity Connection (UC), Unified Contact Center Express (UCCX) Licences 52.5%5 to 15 Bus Days UCCX Workforce Manager (WFM), Quality Manager (QM) Licenses A22EA 52.5%5 to 15 Bus Days A23EA ATA All models 52.5%5 to 15 Bus Days A24EA Phones All Models, Expansion Modules All Models 52.5%5 to 15 Bus Days A25EA Phone Power Supplies All Models 52.5%5 to 15 Bus Days SECTION B - Support and Maintenance B1EA Nexus Series Smartnet Support and Maintenance Support and Maintenance 1 Yr 21.0%5 to 15 Bus Days B2EA Nexus Series Smartnet Support and Maintenance Support and Maintenance 3 Yr 24.0%5 to 15 Bus Days B3EA Nexus Series Software Support and Maintenance Support and Maintenance 1 Yr 21.0%5 to 15 Bus Days B4EA Nexus Series Software Support and Maintenance Support and Maintenance 3 Yr 24.0%5 to 15 Bus Days Catalyst Series Smartnet Support and Maintenance 1 Yr B5EA 21.0%5 to 15 Bus Days Catalyst Series Smartnet Support and Maintenance 3 Yr B6EA 24.0%5 to 15 Bus Days DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B EXHIBIT F Respondent's Name:Presidio Principle Place of Business (City, State):Lewisville, Texas I (CISCO) Product Proposal Pricing (FOB DESTINATION): City Discount % off Estimated Delivery Item # UOMProduct Category ARO (Days) MSRP SECTION B - Support and Maintenance Catalyst Series Software Support and Maintenance 1 Yr B7EA 21.0%5 to 15 Bus Days Catalyst Series Software Support and Maintenance 3 Yr B8EA 24.0%5 to 15 Bus Days Voice Gateway and Communication Series Routers Smartnet Support and B9EA Maintenance 1 Yr 21.0%5 to 15 Bus Days Voice Gateway and Communication Series Routers Smartnet Support and B10EA Maintenance 3 Yr 24.0%5 to 15 Bus Days Voice Gateway and Communication Series Routers Software Support and B11EA Maintenance 1 Yr 21.0%5 to 15 Bus Days Voice Gateway and Communication Series Routers Software Support and B12EA Maintenance 3 Yr 24.0%5 to 15 Bus Days Wireless LAN Controllers Series (WLC) Smartnet Support and Maintenance 1 Yr B13EA 21.0%5 to 15 Bus Days Wireless LAN Controllers Series (WLC) Smartnet Support and Maintenance 3 Yr 24.0%5 to 15 Bus Days B14EA Wireless Access Points Indoor and Outdoor Series (AP) Smartnet Support and B15EA Maintenance 1 Yr 21.0%5 to 15 Bus Days Maintenance 3 Yr B16EA 24.0%5 to 15 Bus Days Support and Maintenance 1 Yr B17EA 21.0%5 to 15 Bus Days Support and Maintenance 3 Yr B18EA 24.0%5 to 15 Bus Days Prime Infrastructure Licenses Software Support and Maintenance 1 Yr 21.0%5 to 15 Bus Days B19EA Prime Infrastructure Licenses Software Support and Maintenance 3 Yr B20EA 24.0%5 to 15 Bus Days Mobility Services Engine (MSE) Licenses Software Support and Maintenance 1 Yr 21.0%5 to 15 Bus Days B21EA Mobility Services Engine (MSE) Licenses Software Support and Maintenance 3 Yr B22EA 24.0%5 to 15 Bus Days UCS Series Smartnet Support and Maintenance 1 Yr B23EA 21.0%5 to 15 Bus Days UCS Series Smartnet Support and Maintenance 3 Yr B24EA 24.0%5 to 15 Bus Days MDS Series Smartnet Support and Maintenance 1 Yr B25EA 21.0%5 to 15 Bus Days MDS Series Smartnet Support and Maintenance 3 Yr B26EA 24.0%5 to 15 Bus Days Identity Services Engine Licenses Software Support and Maintenance 1 Yr B27EA 21.0%5 to 15 Bus Days Identity Services Engine Licenses Software Support and Maintenance 3 Yr B28EA 24.0%5 to 15 Bus Days ASA Series Firewalls Smartnet Support and Maintenance 1 Yr 21.0%5 to 15 Bus Days B29EA ASA Series Firewalls Smartnet Support and Maintenance 3 Yr B30EA 24.0%5 to 15 Bus Days Unified Communications Manager (UCM), Unity Connection (UC), Unified Contact Center B31EA Express (UCCX) Licences Software Support and Maintenance 1 Yr 21.0%5 to 15 Bus Days Unified Communications Manager (UCM), Unity Connection (UC), Unified Contact Center B32EA Express (UCCX) Licences Software Support and Maintenance 3 Yr 24.0%5 to 15 Bus Days UCCX Workforce Manager (WFM), Quality Manager (QM) Licenses Software Support and B33EA Maintenance 1 Yr 21.0%5 to 15 Bus Days UCCX Workforce Manager (WFM), Quality Manager (QM) Licenses Software Support and B34EA Maintenance 3 Yr 24.0%5 to 15 Bus Days ATA All Models Smartnet Support and Maintenance 1 Yr B35EA 21.0%5 to 15 Bus Days ATA All Models Smartnet Support and Maintenance 3 Yr B36EA 24.0%5 to 15 Bus Days B37EA Phones All Models, Expansion Modules All Models Smartnet Support and Maintenance 1 Yr 21.0%5 to 15 Bus Days B38EA Phones All Models, Expansion Modules All Models Smartnet Support and Maintenance 3 Yr 24.0%5 to 15 Bus Days DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B EXHIBIT F Respondent's Name:Presidio Principle Place of Business (City, State):Lewisville, Texas I (CISCO) Product Proposal Pricing (FOB DESTINATION): City Discount % off Estimated Delivery Item # UOMProduct Category ARO (Days) MSRP City's Rate SECTION C - Professional Services C1HR Professional Services Technology Engineer$150.00 C2HR Professional Services Senior Technology Engineer$189.00 Professional Services Technology Design Engineer or Managing Consultant$215.00 C3HR Evaluation Market Basket Pricing (FOB DESTINATION): Current Extended MSRP City's Price UOMProduct DescriptionCity's DiscountQty Item # (List Price)(MSRP - City's Discount) SOLUTION A - Hardware and Software C1-N9K-C9332PQ Cisco ONE Nexus 9332 ACI Leaf switch with 32p 40G A1EA QSFP $ 448,000.00 52.5%16$ 212,800.00 Total Price (USD) $448,000.00 52.5%$ 212,800.00 QSFP-40G-LR4-S= QSFP 40GBASE-LR4 Trnscvr Mod, LC, 10km, A2EA Enterprise-Class $ 54,500.00 52.5%5$ 25,887.50 Total Price (USD) $54,500.00 52.5%$ 25,887.50 C1-WSC3850-12X48UL Cisco ONE Catalyst 3850 48Port (12mGig+36Gig) A3EA UPoE LAN Base $ 625,000.00 52.5%50$ 296,875.00 Total Price (USD) $625,000.00 52.5%$ 296,875.00 SFP-10G-LR-S= 10GBASE-LR SFP Module, Enterprise-Class $ 190,000.00 52.5%100$ 90,250.00 A4EA Total Price (USD) $190,000.00 52.5%$ 90,250.00 VG310 Modular 24 FXS Port VoIP Gateway with PVDM3-64 A5EA $ 5,400.00 52.5%20$ 2,565.00 Total Price (USD)$5,400.00 52.5%$ 2,565.00 A6EA AIR-CT5520-K9 Cisco 5520 Wireless Controller w/rack mounting kit $ 2,000,000.00 52.5%100$ 950,000.00 A7EA AIR-AP3802I-B-K9 802.11ac W2 AP w/CA; 4x4:3; Mod; Int Ant; mGig B Domain $ 165,000.00 52.5%100$ 78,375.00 A8EA AIR-AP-T-RAIL-R Ceiling Grid Clip for Aironet APs - Recessed Mount (Default) $ -0.0%100$ - SOLUTION A - Hardware and Software AIR-AP-BRACKET-1 802.11n AP Low Profile Mounting Bracket (Default) $ -0.0%100$ - A9EA SW3802-CAPWAP-K9 Cisco Aironet 3800 Series CAPWAP Software Image $ -0.0%100$ - A10EA Total Price (USD)$2,165,000.00 52.5%$ 1,028,375.00 ASA5516-FPWR-K9 ASA 5516-X with FirePOWER services, 8GE, AC, A11EA 3DES/AES $ 35,970.0052.5%6$ 17,085.75 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B EXHIBIT F Respondent's Name:Presidio Principle Place of Business (City, State):Lewisville, Texas I (CISCO) Product Proposal Pricing (FOB DESTINATION): City Discount % off Estimated Delivery Item # UOMProduct Category ARO (Days) MSRP Total Price (USD)$35,970.00 52.5%$ 17,085.75 A12EA ATA190 UC 2 Port Analog Telephone Adapter$ 15,000.0052.5%50$ 7,125.00 Total Price (USD)$15,000.00 52.5%$ 7,125.00 A13EA CP-8841-K9= Cisco IP Phone 8841$ 257,500.0052.5%500$ 122,312.50 Total Price (USD)$257,500.00 52.5%$ 122,312.50 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B EXHIBIT F RFP 6504 - Pricing Sheet for DELL EMC/VCE Hardware and Software with Maintenance Respondent's Name:Presidio Principle Place of Business (City, State):Lewisville, Texas II (DELL_EMC_VCE) Product Proposal Pricing (FOB DESTINATION): City Discount % off Estimated Delivery ARO UOM Product Category Item # MSRP(Days) SECTION A- STORAGE A1EA VNX Series Series DPE 40%5-10 Bus days A2EA VNX Series Series Expansion DAE 15x3.5 40%5-10 Bus days A3EA VNX Series Expansion DAE 25x2.5 40%5-10 Bus days A4EA VNX Series NL SAS 40%5-10 Bus days A5EA VNX Series SAS 40%5-10 Bus days A6EA VNX Series SSD 40%5-10 Bus days A7EA VNX Series FAST CACHE 40%5-10 Bus days VNX Series OE License A8EA 40%5-10 Bus days VNX Series Software Suites License A9EA 40%5-10 Bus days VNX Series PowerPath License A10EA 40%5-10 Bus days VNX Series PS Installation/Implementation (EMC) A11EA 15%5-10 Bus days VNX Series Enhanced Software Support A12EA 40%5-10 Bus days VNX Series Premium Software Support A13EA 40%5-10 Bus days VNX Series Enhanced Hardware Support A14EA 40%5-10 Bus days VNX Series Premium Hardware Support A15EA 40%5-10 Bus days A16EA VNXe Series DPE 46%5-10 Bus days A17EA VNXe Series Expansion DAE 15x3.5 46%5-10 Bus days A18EA VNXe Series Expansion DAE 25x2.5 46%5-10 Bus days A19EA VNXe Series NL SAS 46%5-10 Bus days A20EA VNXe Series SAS 46%5-10 Bus days VNXe Series SSD A21EA 46%5-10 Bus days A22EA VNXe Series 1Gb IO 46%5-10 Bus days A23EA VNXe Series 10Gb IO 46%5-10 Bus days A24EA VNXe Series Software Suites License 46%5-10 Bus days A25EA VNXe Series PowerPath License 46%5-10 Bus days A26EA VNXe Series PS Installation/Implementation (EMC)15%5-10 Bus days A27EA VNXe Series Enhanced Software Support 46%5-10 Bus days A28EA VNXe Series Premium Software Support 46%5-10 Bus days A29EA VNXe Series Enhanced Hardware Support 46%5-10 Bus days A30EA VNXe Series Premium Hardware Support 46%5-10 Bus days A31EA Isilon NL Series 45%5-10 Bus days Isilon NL Series RAM A32EA 45%5-10 Bus days Isilon NL Series NL-SAS HDD A33EA 45%5-10 Bus days Isilon Optional 10GbE A34EA 45%5-10 Bus days Isilon NL Series Software Licenses A35EA 45%5-10 Bus days Isilon PS Installation/Implementation (EMC) A36EA 15%5-10 Bus days Isilon NL Series Enhanced Software Support A37EA 45%5-10 Bus days Isilon NL Servies Premium Software Support A38EA 45%5-10 Bus days Isilon NL Series Enhanced Hardware Support A39EA 45%5-10 Bus days A40EA Isilon NL Series Premium Hardware Support 45%5-10 Bus days A41EA XtremIO Series Brick, Storage Controllers, Management Controllers, Management License 52%5-10 Bus days A42EA XtremIO Series Flash Drives 52%5-10 Bus days A43EA XtremIO Series Backup UPS 52%5-10 Bus days XtremIO Series Enhanced Software Support 52%5-10 Bus days A44EA DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B EXHIBIT F Respondent's Name:Presidio Principle Place of Business (City, State):Lewisville, Texas II (DELL_EMC_VCE) Product Proposal Pricing (FOB DESTINATION): City Discount % off Estimated Delivery ARO UOM Product Category Item # MSRP(Days) XtremIO Servies Premium Software Support A45EA 52%5-10 Bus days A46EA XtremIO Series Enhanced Hardware Support 52%5-10 Bus days A47EA XtremIO Series Premium Hardware Support 52%5-10 Bus days A48EA PowerPath Series Licensing 50%5-10 Bus days A49EA PowerPath Series Enhanced Software Support 50%5-10 Bus days PowerPath Series Premium Software Support A50EA 50%5-10 Bus days SECTION B-REPLICATION Server, Base FC Modules B1EA 57%5-10 Bus days Vplex METRO Licenses B2EA 57%5-10 Bus days Vplex PS Installation/Implementation (EMC) B3EA 15%5-10 Bus days Vplex Enhanced Software Support B4EA 57%5-10 Bus days Vplex Premium Software Support B5EA 57%5-10 Bus days Vplex Enhanced Hardware Support B6EA 57%5-10 Bus days Vplex Premium Hardware Support B7EA 57%5-10 Bus days RecoverPoint DPE B8EA 44%5-10 Bus days RecoverPoint RPA B9EA 44%5-10 Bus days RecoverPoint License B10EA 44%5-10 Bus days RecoverPoint Software Suite B11EA 44%5-10 Bus days RecoverPoint PS Installation/Implementation (EMC) B12EA 15%5-10 Bus days RecoverPoint Enhanced Software Support B13EA 44%5-10 Bus days RecoverPoint Premium Software Support B14EA 44%5-10 Bus days RecoverPoint Enhanced Hardware Support B15EA 44%5-10 Bus days RecoverPoint Premium Hardware Support B16EA 44%5-10 Bus days SECTION C- Backup C1EA Data Domain System Including Base License 50%5-10 Bus days C2EA Data Domain System Expansion 50%5-10 Bus days C3EA Data Domain Capacity License 50%5-10 Bus days C4EA Data Domain Expansion Capacity License 50%5-10 Bus days C5EA Data Domain PS Installation/Implementation (EMC)15%5-10 Bus days C6EA Data Domain DD Boost License 50%5-10 Bus days C7EA Data Domain Optional IO Modules 50%5-10 Bus days C8EA Data Domain Enhanced Software Support 50%5-10 Bus days C9EA Data Domain Premium Software Support 50%5-10 Bus days C10EA Data Domain Enhanced Hardware Support 50%5-10 Bus days C11EA Data Domain Premium Hardware Support 50%5-10 Bus days C12EA Avamar Utility Node, Expansion Node, Base Grid Components 50%5-10 Bus days C13EA Avamar Capacity Licenses for Avamar 50%5-10 Bus days C14EA Avamar Capacity Licenses for Data Domain 50%5-10 Bus days C15EA Avamar Enhanced Software Support 50%5-10 Bus days C16EA Avamar Premium Software Support 50%5-10 Bus days C17EA Avamar Enhanced Hardware Support 50%5-10 Bus days C18EA Avamar Premium Hardware Support 50%5-10 Bus days SECTION D- CONVERGED D1EA Vblock UCS Blades/Rack Server/Chassis/Fabric Interconnects and supporting hardware 52%5-10 Bus days D2EA Vblock MDS Fabric Switches 42%5-10 Bus days D3EA Vblock Nexus Series switches 36%5-10 Bus days D4EA Vblock VNX Series Storage 38%5-10 Bus days D5EA Vblock VNX Series Flash Drives 38%5-10 Bus days D6EA Vblock VNX Series SAS Drives 38%5-10 Bus days D7EA Vblock VNX Series NL-SAS Drives 38%5-10 Bus days DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B EXHIBIT F Respondent's Name:Presidio Principle Place of Business (City, State):Lewisville, Texas II (DELL_EMC_VCE) Product Proposal Pricing (FOB DESTINATION): City Discount % off Estimated Delivery ARO UOM Product Category Item # MSRP(Days) D8EA Vblock XtremIO Series Storage 45%5-10 Bus days D9EA Vblock VMware vSphere Licensing 16%5-10 Bus days D10EA Vblock PS Installation/Implementation (EMC/VCE/DELL)0%5-10 Bus days D11EA Vblock Enhanced Software Support 16%5-10 Bus days D12EA Vblock Premium Software Support 16%5-10 Bus days D13EA Vblock Enhanced Hardware Support 16%5-10 Bus days D14EA Vblock Premium Hardware Support 16%5-10 Bus days D15EA VXRail HCIA Base Chassis with 4 Nodes 40%5-10 Bus days D16EA VXRail Additional Chassis 40%5-10 Bus days D17EA VXRail Additional Node 40%5-10 Bus days D18EA VXRail HCIA Disk Pack 40%5-10 Bus days D19EA VXRail HCIA Software 40%5-10 Bus days D20EA VXRail PS Installation/Implementation (EMC/VCE/DELL)15%5-10 Bus days D21EA VXRail Enhanced Software Support 40%5-10 Bus days D22EA VXRail Premium Software Support 40%5-10 Bus days D23EA VXRail Enhanced Hardware Support 40%5-10 Bus days D24EA VXRail Premium Hardware Support 40%5-10 Bus days City's Rate SECTION E - Professional Services E1HR Professional Services Technology Engineer$ 150.00 E2HR Professional Services Senior Technology Engineer$ 189.00 Professional Services Technology Design Engineer or Managing Consultant$ 215.00 E3HR II (DELL_EMC_VCE) Current Extended City's Price Item #MSRP UOMProduct Description (MSRP - City's City's DiscountQtyDiscount) (List Price) SOLUTION A- STORAGE (ISILON and XTREMIO) SA1EA BASE CHASSIS - NORMAL$4,182.00$ 1,881.90 1$ 2,300.10 SA2EA H500-2.2GHZ/10C/128G+15X4TB SAT/3.2TB$138,472.00$ 62,312.40 4$ 76,159.60 SA3EA 2X10GBE (SFP+)$3,036.00$ 1,366.20 4$ 1,669.80 SA4EA 2X40GBE (SFP+)BACK END$3,908.00$ 1,758.60 4$ 2,149.40 SA5EA PWCRD KIT FOR GEN6 NORMAL CHASSIS$46.00$ 20.70 2$ 25.30 SA6EA SWITCH 40GBE 32P 2PS CELESTICA$26,866.00$ 12,089.70 2$ 14,776.30 SA7EA CABLE, ETHERNET, 40G, PASS, HALFREE, 1M$1,792.00$ 806.40 8$ 985.60 SA8EA PREMIUM HARDWARE SUPPORT$96,475.20$ 43,413.84 1$ 53,061.36 SA9EA ONEFS PRODUCT$0.00$ - 1$ - SA10EA ONEFS CAPACITY LICENSE TIER 3 =CB$113,680.80$ 51,156.36 240$ 62,524.44 SA11EA ONEFS BASE LICENSE TIER 3=ID$78,400.00$ 35,280.00 4$ 43,120.00 SA12EA PREMIUM SOFTWARE SUPPORT$115,248.60$ 51,861.87 1$ 63,386.73 SA13EA ENTERPRISE BUNDLE CAPACITY T3 PER TB=CB$11,520.00$ 5,184.00 240$ 6,336.00 SA14EA PREMIUM SOFTWARE SUPPORT$10,368.00$ 4,665.60 1$ 5,702.40 SA15EA ENTERPRISE BUNDLE TIER 3=ID$11,984.00$ 5,392.80 4$ 6,591.20 SA16EA PREMIUM SOFTWARE SUPPORT$10,785.60$ 4,853.52 1$ 5,932.08 SA17EA SYNCIQ$0.00$ - 1$ - SA18EA SYNCIQ BASE LICENSE TIER 3=ID$6,668.00$ 3,000.60 4$ 3,667.40 SA19EA SYNCIQ CAPACITY LICENSE TIER 3 =CB$6,480.00$ 2,916.00 240$ 3,564.00 SA20EA PREMIUM SOFTWARE SUPPORT$11,833.20$ 5,324.94 1$ 6,508.26 SA21EA ZERO DOLLAR ESRS INSTALL$0.00$ - 1$ - SA22EA INSTALL 4 NODES ISILON INFINITY$4,470.00$ 670.50 1$ 3,799.50 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B EXHIBIT F Respondent's Name:Presidio Principle Place of Business (City, State):Lewisville, Texas II (DELL_EMC_VCE) Product Proposal Pricing (FOB DESTINATION): City Discount % off Estimated Delivery ARO UOM Product Category Item # MSRP(Days) SA23EA IMPLEMENT ISILON ENTERPRISE OR ESSENTIAL$8,730.00$ 1,309.50 1$ 7,420.50 SA24EA TRANSCEIVER/OPTIC/SFP+/SR/10GBE GEN6$1,480.00$ 666.00 8$ 814.00 Total Price (USD)$666,425.40$ 295,931.43 $ 370,493.97 SA25EA X2 FIELD SHIPPING CONTAINER FLD$0.001$ - SA26EA XTREMIO X2-S PSNT FLD$0.001$ - SA27EA XTREMIO X2-S BASE FLD$282,000.00$ 146,640.00 1$ 135,360.00 SA28EA XTREMIO X2-S 400GB SAS 6SSD FLD$82,500.00$ 42,900.00 3$ 39,600.00 SA29EA XTREMIO X2-S STORAGE CONTROLLER FLD$0.002$ - SA30EA X2-SINGLE X-BRICK IB CBL KIT-UPGRADE$0.001$ - SA31EA XTREMIO X2- FLASH DRV ENC FLD$0.001$ - SA32EA XTREMIO X2 CABLE MANAGEMENT DUCT FLD$0.001$ - SA33EA XTREMIO X2 X-BRICK INSTL KIT UG$0.001$ - SA34EA XTREMIO X2-S 400GB SAS 18SSD BASE$0.001$ - SA35EA PROSUPPORT W/MISSION CRITICAL-HARDWARE$109,350.00$ 56,862.00 1$ 52,488.00 SA36EA XTREMIO X2-S X-BRICK OE =IC$0.001$ - SA37EA XTREMIO X2-S 1 X-BRICK OE RTU =IC$0.001$ - SA38EA PROSUPPORT W/MISSION CRITICAL-SOFTWARE$0.001$ - SA39EA XTREMIO X2/E SW BUNDLE FOR X2-S=IC$0.001$ - SA40EA PROSUPPORT W/MISSION CRITICAL-SOFTWARE$0.001$ - SA41EA RP FOR VMS IMPLEMENTATION ASSISTANCE$1,450.00$ 217.00 1$ 1,233.00 SA42EA PRODEPLOY TRACKING MODEL$0.001$ - SA43EA IMPL ARRAY WITH 5 HOSTS$4,220.00$ 633.00 1$ 3,587.00 SA44EA ZERO DOLLAR ESRS INSTALL$0.001$ - SA45EA REMOTE DELIVERED HEALTH CHECK EVENT$1,890.00$ 283.50 1$ 1,606.50 SA46EA ICDM:APPSYNC INSTALL+1 REPLICA ON 1 HOST$1,790.00$ 268.50 1$ 1,521.50 SA47EA INSTALL FULL X2CAB OR 1ST BRK IN CUSTCAB$5,560.00$ 834.00 1$ 4,726.00 Total Price (USD)$488,760.00$ 248,638.00 $ 240,122.00 SOLUTION B-REPLICATION (VPLEX) SB1EA CHINOOK FRONT END I/O OPTION (8GFC)$3,090.00$ 1,761.30 1$ 1,328.70 SB2EA VPLEX VS2 BASE ENGINE$29,340.00$ 16,723.80 1$ 12,616.20 SB3EA 30A 1PH L6-30P N.AMER; JAPAN$270.00$ 153.90 1$ 116.10 SB4EA VPLEX VS2 SINGLE CONFIG RACK (TITAN)$10,810.00$ 6,161.70 1$ 4,648.30 SB5EA 8 GBIT FC COM MODULES$3,090.00$ 1,761.30 1$ 1,328.70 SB6EA VPLEX VS2 MANAGEMENT SERVER$4,010.00$ 2,285.70 1$ 1,724.30 SB7EA PROSUPPORT W/MISSION CRITICAL-HW WARRANT$0.00$ - 1$ - SB8EA PROSUPPORT W/MISSION CRITICAL-HARDWARE$5,929.68$ 3,379.92 1$ 2,549.76 SB9EA NP ASSY VPLEX; OS GPLV3 SW; NO CHARGE$0.001$ - SB10EA NP VPLEX; OS NON GPLV3 SW; NO CHARGE$0.001$ - SB11EA VPLEX GEOSYN PRODUCT$0.001$ - SB12EA VPLEX GEOSYNCHRONY BASE INCL 10TB=CA$0.001$ - SB13EA PROSUPPORT W/MISSION CRITICAL-SOFTWARE$0.001$ - SB14EA VPLEX GEOSYNCHRONY CAPACITY$0.001$ - SB15EA VPLEX GEOSYNCHRONY 1TB 41-60TB=CA$58,000.00$ 33,060.00 40$ 24,940.00 SB16EA PROSUPPORT W/MISSION CRITICAL-SOFTWARE$12,179.88$ 6,942.53 1$ 5,237.35 SB17EA HEALTH CHECK FOR VPLEX$13,660.00$ 2,049.00 1$ 11,611.00 SB18EA PRODEPLOY TRACKING MODEL$0.001$ - DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B EXHIBIT F Respondent's Name:Presidio Principle Place of Business (City, State):Lewisville, Texas II (DELL_EMC_VCE) Product Proposal Pricing (FOB DESTINATION): City Discount % off Estimated Delivery ARO UOM Product Category Item # MSRP(Days) SB19EA ZERO DOLLAR ESRS INSTALL$0.001$ - SB20EA VPLEX IMPLEMENT METRO CLUSTER ADDER$1,940.00$ 291.00 1$ 1,649.00 SB21EA VPLEX WITNESS IMPLEMENTATION$2,700.00$ 405.00 1$ 2,295.00 SB22EA CARS WS APP & INFR READINESS VPLEX METRO$49,550.00$ 7,432.50 1$ 42,117.50 SB23EA VPLEX VALUEPAK$3,000.00$ 450.00 1$ 2,550.00 SB24EA EMC DESIGN AND IMPL FOR V-PLEX QS$5,130.00$ 769.50 1$ 4,360.50 SB25EA CHINOOK FRONT END I/O OPTION (8GFC)$3,090.00$ 1,761.30 1$ 1,328.70 SB26EA VPLEX VS2 BASE ENGINE$29,340.00$ 16,723.80 1$ 12,616.20 SB27EA 30A 1PH L6-30P N.AMER; JAPAN$270.00$ 153.90 1$ 116.10 SB28EA VPLEX VS2 SINGLE CONFIG RACK (TITAN)$10,810.00$ 6,161.70 1$ 4,648.30 SB29EA 8 GBIT FC COM MODULES$3,090.00$ 1,761.30 1$ 1,328.70 SB30EA VPLEX VS2 MANAGEMENT SERVER$4,010.00$ 2,285.70 1$ 1,724.30 SB31EA PROSUPPORT W/MISSION CRITICAL-HW WARRANT$0.001$ - SB32EA PROSUPPORT W/MISSION CRITICAL-HARDWARE$5,929.68$ 3,379.92 1$ 2,549.76 SB33EA NP ASSY VPLEX; OS GPLV3 SW; NO CHARGE$0.001$ - SB34EA NP VPLEX; OS NON GPLV3 SW; NO CHARGE$0.001$ - SB35EA VPLEX GEOSYN PRODUCT$0.001$ - SB36EA VPLEX GEOSYNCHRONY BASE INCL 10TB=CA$0.001$ - SB37EA PROSUPPORT W/MISSION CRITICAL-SOFTWARE$0.001$ - SB38EA VPLEX GEOSYNCHRONY CAPACITY$0.001$ - SB39EA VPLEX GEOSYNCHRONY 1TB 41-60TB=CA$58,000.00$ 33,060.00 40$ 24,940.00 SB40EA PROSUPPORT W/MISSION CRITICAL-SOFTWARE$12,179.88$ 6,942.53 1$ 5,237.35 SB41EA HEALTH CHECK FOR VPLEX$13,660.00$ 2,049.00 1$ 11,611.00 SB42EA PRODEPLOY TRACKING MODEL$0.001$ - SB43EA ZERO DOLLAR ESRS INSTALL$0.001$ - SB44EA EMC DESIGN AND IMPL FOR V-PLEX QS$5,130.00$ 769.50 1$ 4,360.50 SB45EA VPLEX VALUEPAK$3,000.00$ 450.00 1$ 2,550.00 SB46EA COMMERCIAL PMGMT 4HRS QS$3,940.00$ 591.00 2$ 3,349.00 SB47EA COMMERCIAL SA 4HOURS QS$3,940.00$ 591.00 2$ 3,349.00 Total Price (USD)$359,089.12$ 160,307.80 $ 198,781.32 SOLUTION C- Backup (DD4500 Upgrade) SC1EA ES30 SHELF,15X3TB SAS HDD,UPGRADE$69,150.00$ 34,575.00 1$ 34,575.00 SC2EA POWER CORD;DD NORAMERIC240V,6-15PC13,6FT$0.00$ - 2$ - SC3EA PROSUPPORT W/NBD-HARDWARE SUPPORT$10,948.75$ 5,474.38 1$ 5,474.38 SC4EA LICENSE DD OE PER TB UPG ACTIVE=CB$78,750.00$ 39,375.00 45$ 39,375.00 SC5EA PROSUPPORT W/NBD-SOFTWARE SUPPORT (19 Months)$12,468.75$ 6,234.38 1$ 6,234.38 SC6EA ES30 SHELF,15X3TB SAS HDD,UPGRADE$69,150.00$ 34,575.00 1$ 34,575.00 SC7EA POWER CORD;DD NORAMERIC240V,6-15PC13,6FT$0.00$ - 2$ - SC8EA PROSUPPORT W/NBD-HARDWARE SUPPORT$10,948.75$ 5,474.38 1$ 5,474.38 SC9EA LICENSE DD OE PER TB UPG ACTIVE=CB$78,750.00$ 39,375.00 45$ 39,375.00 SC10EA PROSUPPORT W/NBD-SOFTWARE SUPPORT (19 Months)$12,468.75$ 6,234.38 1$ 6,234.38 SC11EA LICENSE,EXPCAP,DD4500,MORETHAN 180TB,UPG$30,000.00$ 15,000.00 1$ 15,000.00 Total Price (USD)$372,635.00$ 186,317.50 $ 186,317.50 SOLUTION D- CONVERGED (VXRAIL E460) SD1EA HCIA DUAL HOTPLG 1100W PS 100V-240VAC$824.00$ 329.60 1$ 494.40 SD2EA VXRAIL E460F SYSTEM 10X2.5 D-SLTS AF$6,858.00$ 2,743.20 1$ 4,114.80 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B EXHIBIT F Respondent's Name:Presidio Principle Place of Business (City, State):Lewisville, Texas II (DELL_EMC_VCE) Product Proposal Pricing (FOB DESTINATION): City Discount % off Estimated Delivery ARO UOM Product Category Item # MSRP(Days) SD3EA HCIA TPM 1.2 MODULE$62.00$ 24.80 1$ 37.20 SD4EA HCIA PROC E5-2620 V4 8C 2.1GHZ 1ST$5,426.00$ 2,170.40 1$ 3,255.60 SD5EA HCIA PROC E5-2620 V4 8C 2.1GHZ 2ND$5,426.00$ 2,170.40 1$ 3,255.60 SD6EA FACTORY ORDER REQUIREMENT-2400MHZ RDIMMS$0.001$ - SD7EA C13 CORD NEMA 5-15 125V 10A - NON DPE$0.002$ - SD8EA HCIA MEMORY 16GB RDIMM$4,528.00$ 1,811.20 8$ 2,716.80 SD9EA HCIA CAPACITY SSD 3.84TB 1WPD$30,100.00$ 12,040.00 4$ 18,060.00 SD10EA HCIA CACHE SSD 800GB 10WPD 2.5 INCH$3,430.00$ 1,372.00 1$ 2,058.00 SD11EA HCIA A7 READYRAILS II WITHOUT CMA 1U1N$156.00$ 62.40 1$ 93.60 SD12EA NIC NDC X520 DP 10GB SFP + I350 DP 1GB$618.00$ 247.20 1$ 370.80 SD13EA HCIA INSTALL KIT 10GBE SFP 1U1N$60.00$ 24.00 1$ 36.00 SD14EA TRANSCEIVER SFP LC SR 1G 10G$606.00$ 242.40 2$ 363.60 SD15EA PROSUPPORT W/NBD-HARDWARE SUPPORT 3 YEAR$13,942.44$ 5,576.98 1$ 8,365.46 SD16EA VXRAIL HCIA MANAGER EMDL V4.0=MA$0.001$ - SD17EA RECOVERPOINT FOR VM FOR 1-NODE HCIA$0.001$ - SD18EA RECOVERPOINT FOR VM FOR 1-NODE HCIA =IB$0.001$ - SD19EA PROSUPPORT W/NBD-SOFTWARE SUPPORT$0.001$ - SD20EA RP FOR VMS IMPLEMENTATION ASSISTANCE$1,450.00$ 217.50 1$ 1,232.50 SD21EA IMPLEMENT VXRAIL NODE$5,550.00$ 832.50 3$ 4,717.50 SD22EA HCIA DUAL HOTPLG 1100W PS 100V-240VAC$824.00$ 329.60 1$ 494.40 SD23EA VXRAIL E460F SYSTEM 10X2.5 D-SLTS AF$6,858.00$ 2,743.20 1$ 4,114.80 SD24EA HCIA TPM 1.2 MODULE$62.00$ 24.80 1$ 37.20 SD25EA HCIA PROC E5-2620 V4 8C 2.1GHZ 1ST$5,426.00$ 2,170.40 1$ 3,255.60 SD26EA HCIA PROC E5-2620 V4 8C 2.1GHZ 2ND$5,426.00$ 2,170.40 1$ 3,255.60 SD27EA C13 CORD NEMA 5-15 125V 10A - NON DPE$0.002$ - SD28EA FACTORY ORDER REQUIREMENT-2400MHZ RDIMMS$0.001$ - SD29EA HCIA MEMORY 16GB RDIMM$4,528.00$ 1,811.20 8$ 2,716.80 SD30EA HCIA CAPACITY SSD 3.84TB 1WPD$30,100.00$ 12,040.00 4$ 18,060.00 SD31EA HCIA CACHE SSD 800GB 10WPD 2.5 INCH$3,430.00$ 1,372.00 1$ 2,058.00 SD32EA HCIA A7 READYRAILS II WITHOUT CMA 1U1N$156.00$ 62.40 1$ 93.60 SD33EA NIC NDC X520 DP 10GB SFP + I350 DP 1GB$618.00$ 247.20 1$ 370.80 SD34EA HCIA INSTALL KIT 10GBE SFP 1U1N$60.00$ 24.00 1$ 36.00 SD35EA TRANSCEIVER SFP LC SR 1G 10G$606.00$ 242.40 2$ 363.60 SD36EA PROSUPPORT W/NBD-HARDWARE SUPPORT 3 YEAR$13,942.44$ 5,576.98 1$ 8,365.46 SD37EA VXRAIL HCIA MANAGER EMDL V4.0=MA$0.001$ - SD38EA RECOVERPOINT FOR VM FOR 1-NODE HCIA$0.001$ - SD39EA RECOVERPOINT FOR VM FOR 1-NODE HCIA =IB$0.001$ - SD40EA PROSUPPORT W/NBD-SOFTWARE SUPPORT$0.001$ - SD41EA RP FOR VMS IMPLEMENTATION ASSISTANCE$1,450.00$ 217.50 1$ 1,232.50 SD42EA HCIA DUAL HOTPLG 1100W PS 100V-240VAC$824.00$ 329.60 1$ 494.40 SD43EA VXRAIL E460F SYSTEM 10X2.5 D-SLTS AF$6,858.00$ 2,743.20 1$ 4,114.80 SD44EA HCIA TPM 1.2 MODULE$62.00$ 24.80 1$ 37.20 SD45EA HCIA PROC E5-2620 V4 8C 2.1GHZ 1ST$5,426.00$ 2,170.40 1$ 3,255.60 SD46EA HCIA PROC E5-2620 V4 8C 2.1GHZ 2ND$5,426.00$ 2,170.40 1$ 3,255.60 SD47EA C13 CORD NEMA 5-15 125V 10A - NON DPE$0.002$ - SD48EA FACTORY ORDER REQUIREMENT-2400MHZ RDIMMS$0.001$ - SD49EA HCIA MEMORY 16GB RDIMM$4,528.00$ 1,811.20 8$ 2,716.80 SD50EA HCIA CAPACITY SSD 3.84TB 1WPD$30,100.00$ 12,040.00 4$ 18,060.00 SD51EA HCIA CACHE SSD 800GB 10WPD 2.5 INCH$3,430.00$ 1,372.00 1$ 2,058.00 SD52EA HCIA A7 READYRAILS II WITHOUT CMA 1U1N$156.00$ 62.40 1$ 93.60 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B EXHIBIT F Respondent's Name:Presidio Principle Place of Business (City, State):Lewisville, Texas II (DELL_EMC_VCE) Product Proposal Pricing (FOB DESTINATION): City Discount % off Estimated Delivery ARO UOM Product Category Item # MSRP(Days) SD53EA NIC NDC X520 DP 10GB SFP + I350 DP 1GB$618.00$ 247.20 1$ 370.80 SD54EA HCIA INSTALL KIT 10GBE SFP 1U1N$60.00$ 24.00 1$ 36.00 SD55EA TRANSCEIVER SFP LC SR 1G 10G$606.00$ 242.40 2$ 363.60 SD56EA PROSUPPORT W/NBD-HARDWARE SUPPORT 3 YEAR$13,942.44$ 5,576.98 1$ 8,365.46 SD57EA VXRAIL HCIA MANAGER EMDL V4.0=MA$0.001$ - SD58EA RECOVERPOINT FOR VM FOR 1-NODE HCIA$0.001$ - SD59EA RECOVERPOINT FOR VM FOR 1-NODE HCIA =IB$0.001$ - SD60EA PROSUPPORT W/NBD-SOFTWARE SUPPORT$0.001$ - SD61EA RP FOR VMS IMPLEMENTATION ASSISTANCE$1,450.00$ 217.50 1$ 1,232.50 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B Exhibit G DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B Exhibit G DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B Exhibit G DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B Exhibit G DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B Exhibit G DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B Exhibit House Bill 89 - Government Code 2270 VERIFICATION I, _______________________________________________, 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, 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 DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B Exhibit 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 Management Department. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 897328F1-FACD-4156-BB33-F4EAAAE2E66B Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Certificate Of Completion Envelope Id: 897328F1FACD4156BB33F4EAAAE2E66BStatus: Completed Subject: Please DocuSign: City Council Contract 6504 Source Envelope: Document Pages: 60Signatures: 7Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-08:00) Pacific Time (US & Canada)jody.word@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 6/19/2018 6:58:21 AM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 6/19/2018 7:02:43 AM Completed jody.word@cityofdenton.comViewed: 6/19/2018 7:02:51 AM BuyerSigned: 6/19/2018 7:06:19 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 JD LarsenSent: 6/19/2018 7:06:21 AM jlarsen@presidio.comResent: 6/19/2018 8:35:28 AM VP of Finance and OperationsResent: 6/20/2018 3:19:57 PM JD LarsenViewed: 6/21/2018 9:10:53 AM Using IP Address: 174.226.129.226 Security Level: Email, Account Authentication Signed: 6/21/2018 9:15:22 AM Signed using mobile (None) Electronic Record and Signature Disclosure: Accepted: 6/21/2018 9:10:53 AM ID: 1c4ec1af-1f37-462d-8410-b4a4a978605a Larry CollisterSent: 6/21/2018 9:15:26 AM larry.collister@cityofdenton.comViewed: 6/21/2018 9:18:28 AM First Assistant City AttorneySigned: 6/21/2018 9:18:41 AM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/26/2017 12:27:28 PM ID: 01f5f868-f109-4e29-ad49-21db9046c882 Tabitha MillsopSent: 6/21/2018 9:18:44 AM Completed tabitha.millsop@cityofdenton.comViewed: 6/27/2018 9:05:17 AM City of DentonSigned: 6/27/2018 9:05:40 AM Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer EventsSignatureTimestamp Todd HilemanSent: 6/27/2018 9:05:45 AM Todd.Hileman@cityofdenton.comViewed: 6/27/2018 9:32:33 AM City ManagerSigned: 6/27/2018 9:32:44 AM City of Denton Using IP Address: 47.190.47.120 Security Level: Email, Account Authentication Signed using mobile (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer WaltersSent: 6/27/2018 9:32:48 AM jennifer.walters@cityofdenton.comViewed: 6/27/2018 2:10:32 PM City SecretarySigned: 6/27/2018 2:10:47 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: 6/21/2018 9:15:25 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane RichardsonSent: 6/27/2018 9:05:44 AM jane.richardson@cityofdenton.comViewed: 6/27/2018 10:03:38 AM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer BridgesSent: 6/27/2018 2:10:51 PM jennifer.bridges@cityofdenton.com 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: 6/27/2018 2:10:52 PM jane.richardson@cityofdenton.comViewed: 6/28/2018 6:55:42 AM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Melissa KraftSent: 6/27/2018 2:10:53 PM melissa.kraft@cityofdenton.com Director of Technology City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Stephanie BarnesSent: 6/27/2018 2:10:54 PM SBarnes@presidio.comViewed: 6/27/2018 2:56:25 PM Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted6/27/2018 2:10:54 PM Certified DeliveredSecurity Checked6/27/2018 2:10:54 PM Signing CompleteSecurity Checked6/27/2018 2:10:54 PM CompletedSecurity Checked6/27/2018 2:10:54 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 providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent 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 only in paper format. How you must inform us of your decision to receive future notices and 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 paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. 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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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.