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' •,, ` ` � � � # w . �, . . � � �' � ' ' ' �.'� � ' ♦��'"• r � �'� ♦ ' � ��,' � ♦. ` ♦! � ,' � • � FILE NUMBER VENDOR AMO T 6880 Vermeer Equipment of Texas, Inc. $137,464,40 .; • �� . . �� • �� w . w � *- . � .� - � ` � - •� • • ; - � � • - : :� ��- . - ' ; ` • � - . � ._ `. w � � _ . . � .� � . •• - • . - , ♦ •. _ . _ � • � •� . ♦ . �. • • . - . • � - �- .• ♦ . - - � • - . • - . -�' •� . .� - : :�. • �� . . . , _ y � - • . - • r- -• r . � � � !'�� ` � � IM ` � i � � . � • '��,' w - •� w � . ��. ' - ♦ - �'�, - . , # '! �' �' ♦ ' � .' � � . 4' . � � �' � ♦ # � � • ' • �'� ii i+ # . � # " �� + �� !, � '�� Manager or his designated representative is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the Buy Board Cooperative Purchasing Network, and related documents herein approved and accepted. SECTION 4, The City Council of the City of Denton, hereby expressly delegates the authority to �take any actions that may be required or permitted to be performed by the City of Denton under File 6880 to the City Manager of the City of Denton, or his designee, SECTION 5. By the acceptance and approval of the items set forth in the referenced file number, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders or pursuant to a written contract made pursuant thereto as authorized herein SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to xr��l�a�a� �: this ordinance was mad The or�d nan�ce as�� and seconded by ----�.:��.�r �� :�..�"�.�'..�........ -- ..�� passed and.apProved by the following vote � °� �� : ��c� 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 ,��.� � r day of _��y��„� ��`^� ��"" �'� ................�.. 2018. ..... � �� ..... � �_ �...�..n. � ........ � _� CHRIS � � :��°� "�, MAYO �� ATTEST: JENNIFER WALTERS, CITY SECRETARY W � �� '� � �� ` � � m � �f � ° ��.�.�_��"�� BY ° �' ��y �,�� , �� „�� a, ,� _. APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY �� "� � ' � � f�,.�l, BY: � ��w. .__�,�^��:�.�'�� .. ,. ��., �e.�. — — �"� _.__ �.......�....�.. DocuSign Envelope ID: 583FB771-97F1-4DBF-A9F5-82D584BDD887 DocuSign Envelope ID: 583FB771-97F1-4DBF-A9F5-82D584BDD887 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND VERMEER EQUIPMENT OF TEXAS, INC. (FILE 6880) THIS CONTRACT is made and entered into this date _______________________, by and between Vermeer Equipment of Texas, Inc. a Texas Corporation, whose address is 3025 State Highway 161 Irving, Texas 75062, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in in response thereto, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit "C". 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) Buyboard Cooperative Purchasing Contract #515-16 with Vermeer Equipment of Texas, Inc., (Exhibit B on file at the office of the Purchasing Agent); (c) Vermeer Equipment of Texas, Inc. quote (Exhibit "C"); (d) House Bill 89 Verification (Exhibit "D"); (e) Senate Bill 252 Certification (Exhibit "E"); (f) Form CIQ Conflict of Interest Questionnaire (Exhibit "F") 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 INDEMNITY THE SUPPLIER REPRESENTS AND WARRANTS TO THE CITY THAT THE INTELLECTUAL PROPERTY SUPPLIED BY CONTRACTOR IN ACCORDANCE WITH THE SPECIFICATIONS IN THE CONTRACT WILL NOT INFRINGE, DIRECTLY OR CONTRIBUTORILY, ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET, OR ANY OTHER INTELLECTUAL PROPERTY RIGHT OF ANY KIND OF ANY THIRD PARTY, AND THAT NO CLAIMS HAVE BEEN MADE BY ANY PERSON OR ENTITY WITH RESPECT TO THE OWNERSHIP OR OPERATION OF THE INTELLECTUAL PROPERTY. MOREOVER, THE CONTRACTOR DOES NOT KNOW OF ANY VALID BASIS FOR ANY SUCH CLAIMS. THE CONTRACTOR SHALL, AT ITS SOLE EXPENSE, DEFEND, INDEMNIFY, AND HOLD THE CITY HARMLESS FROM AND AGAINST ALL LIABILITY, DAMAGES, AND COSTS (INCLUDING COURT COSTS AND REASONABLE FEES OF ATTORNEYS AND File 6880 DocuSign Envelope ID: 583FB771-97F1-4DBF-A9F5-82D584BDD887 OTHER PROFESSIONALS) ARISING OUT OF OR RESULTING FROM ANY CLAIM THAT THE CITY'S EXERCISE OF ITS LICENSE RIGHTS, AND ITS USE OF THE INTELLECTUAL PROPERTY, THE SUBJECT OF THIS CONTRACT, INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, OR THE BREACH OF ANY OF REPRESENTATIONS OR WARRANTIES STATED IN THE CONTRACT DOCUMENTS. 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 THE CITY'S BEHALF. 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. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER THIS AGREEMENT HAS BEEN BOTH BY: ______________________________ REVIEWED AND APPROVED as to AUTHORIZED SIGNATURE financial and operational obligations and business terms. Printed Name: ________________________ _______________ ________________ Title: _______________________________ SIGNATURE PRINTED NAME __________________________________ __________________________________ PHONE NUMBER TITLE _________________________________ __________________________________ EMAIL ADDRESS DEPARTMENT ATTEST: ATTEST: CITY OF DENTON, TEXAS JENNIFER WALTERS, CITY SECRETARY BY: __________________________________ BY: _____________________________ TODD HILEMAN CITY MANAGER APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ File 6880 DocuSign Envelope ID: 583FB771-97F1-4DBF-A9F5-82D584BDD887 Exhibit A Special Terms and Conditions 1. Contract Terms The contract will be effective from date of award or notice to proceed with a purchase order as determined by the City of Denton Purchasing Department. 2. Total Contract Amount The contract total shall not exceed $137,464.40. Pricing shall be per Exhibit C attached. File 6880 DocuSign Envelope ID: 583FB771-97F1-4DBF-A9F5-82D584BDD887 DocuSign Envelope ID: 583FB771-97F1-4DBF-A9F5-82D584BDD887 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: 583FB771-97F1-4DBF-A9F5-82D584BDD887 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: 583FB771-97F1-4DBF-A9F5-82D584BDD887 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: 583FB77197F14DBFA9F582D584BDD887Status: Completed Subject: Please DocuSign: City Council Contract 6880 Source Envelope: Document Pages: 8Signatures: 8Envelope 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 11/12/2018 10:57:52 AM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 11/12/2018 11:04:32 AM Completed jody.word@cityofdenton.comViewed: 11/12/2018 11:04:45 AM BuyerSigned: 11/12/2018 11:06:14 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 Mack ReinwandSent: 11/12/2018 11:06:17 AM mack.reinwand@cityofdenton.comViewed: 11/16/2018 6:23:41 AM City of DentonSigned: 11/16/2018 6:24:33 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign David EngalsSent: 11/16/2018 6:24:35 AM davide@vermeertexas.comResent: 11/16/2018 7:06:40 AM Sales ReprentativeViewed: 11/16/2018 7:24:06 AM Vermeer Texas-LouisianaSigned: 11/16/2018 8:44:45 AM Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 206.16.96.184 (None) Electronic Record and Signature Disclosure: Accepted: 11/16/2018 7:24:06 AM ID: 391659cc-26e3-42ba-8db4-8b5974b6c9d5 Antonio Puente, Jr.Sent: 11/16/2018 8:44:48 AM Antonio.Puente@cityofdenton.comResent: 11/19/2018 12:21:58 PM Chief Financial OfficerViewed: 11/19/2018 12:30:15 PM Security Level: Email, Account Authentication Signed: 11/19/2018 12:42:45 PM Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 11/19/2018 12:30:15 PM ID: 0c3b1835-cbaa-4b9e-89aa-514c13027a10 Signer EventsSignatureTimestamp Tabitha MillsopSent: 11/19/2018 12:42:48 PM Completed tabitha.millsop@cityofdenton.comViewed: 12/19/2018 7:09:23 AM City of DentonSigned: 12/19/2018 7:09:39 AM Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd HilemanSent: 12/19/2018 7:09:43 AM Todd.Hileman@cityofdenton.comViewed: 12/19/2018 7:11:05 AM City ManagerSigned: 12/19/2018 7:11:11 AM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 47.190.47.120 (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer WaltersSent: 12/19/2018 7:11:13 AM jennifer.walters@cityofdenton.comResent: 12/20/2018 8:48:08 AM City SecretaryViewed: 12/20/2018 12:04:55 PM City of DentonSigned: 12/21/2018 8:14:23 AM Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 129.120.6.150 (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: 11/12/2018 11:06:16 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: 12/19/2018 7:09:41 AM jane.richardson@cityofdenton.comViewed: 12/19/2018 8:19:51 AM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy EventsStatusTimestamp Jennifer BridgesSent: 12/21/2018 8:14:25 AM jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane RichardsonSent: 12/21/2018 8:14:26 AM jane.richardson@cityofdenton.comViewed: 6/21/2019 7:29:00 AM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Terry KaderSent: 12/21/2018 8:14:27 AM Terry.Kader@cityofdenton.comViewed: 12/26/2018 4:59:57 AM Fleet Superintendent Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness EventsSignatureTimestamp Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted12/21/2018 8:14:27 AM Certified DeliveredSecurity Checked12/21/2018 8:14:27 AM Signing CompleteSecurity Checked12/21/2018 8:14:27 AM CompletedSecurity Checked12/21/2018 8:14:27 AM Payment EventsStatusTimestamps Electronic Record and Signature Disclosure Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. 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