19-746oil
WHEREAS,
- City has solicited, received, and tabulated competitive bids for
[•,�urchaseof - . materials, equipment, •• . or • d
[•rocedures of - law and City ordinances;and
WHEREAS, the City Manager, or a designated employee, has reviewed and
recommended described bids are the lowest•• • • for materials,• -nt, supplies, or • : • Proposals" submitted therefore; an•
WHEREAS, the City Council has provided in the City Budget for the appropriation of
r • • -• for the %urchase of .• • ••lies or - .•• • •• and
accepted NOW, #
OfficeSECTION 1. The following competitive bids for the materials, equipment, supplies, or
services, as described in the "Bid Invitations", "Bid Proposals" or plans and specifications on file
in the of Purchasing Agent filed according tothe• •numberassigned
g• hereto,
are hereby accepted and approved as being the lowest responsible bids:
BID
NUMBER VENDOR AMOUNT
6895 Graybar Electric Company, Inc. $100,650
SECTION- acceptance • approval of above competitive bids shall nol
constitute a contractbetween the City and the person submittingthe bid for such items•
agrees to purchase the materials, equipment, supplies, or services in accordance with the terms,
specifications, standards, quantities and for the specified sums contained in the Bid Invitations,
Bid Proposals, and related documents,
SECTION
• r the City and the winning • • to enter into a formal
resultwritten agreement as a of - approval, • of bids, the City
Manager or his designated representative is hereby authorized to execute a written contract in
accordance with the terms, conditions,•,- •standards,quantities and specified
contained - Bid Proposal an• related documents an• to extend that contract as • . • to
be advantageous • the City of Denton.
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 this ordinance to the City Manager of the City of Denton, 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. This ordinance shall become effective immediately upon its passage and
approval.
� ml 10
The jnotit:ii to approve t1iis oidiaiaoce way, inade by _ j t" 4w�ir1
seconded by � r ,the ordinance was bass cl alld approved by
----- - -
Ilie t'o110wilig Vo9:e Imo.. .I:
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:
Aye Nay Abstain
LL—
,,
V
3
l' the ..: :... day of
PASSED AND CIP
N
a
("III
ATTEST: t
ROSA RIOS, CITY SECRETARY
�m
APPROVED AS TO LEGAL FORM:
AARON 1,kAL, CITY ATTORNEY
.. ,
BY: ,,,
Y R
Absent
2019.
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
Docusign City Council Transmittal Coversheet
IFB
6895
File Name
LPU SCADA Communication Equipment Upgrade
Purchasing Contact
Cindy Alonzo
City Council Target Date
April 16, 2019
Piggy Back Option
Yes
Contract Expiration
"/A
Ordinance
19-746
DS
D
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND GRAYBAR ELECTRIC COMPANY, INC.
(Contract # 6895)
THIS CONTRACT is made and entered into this date 4/16/2019 , by
and between GRAYBAR ELECTRIC COMPANY, INC., a New York corporation, whose
address is 4601 Cambridge Road, Fort Worth, Texas 76155, hereinafter referred to as "Supplier,"
and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to
as "City," to be effective upon approval of the Denton City Council and subsequent execution of
this Contract by the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products in accordance with the City's IFB # 6895 — Supply of
Equipment for LPU SCADA Communications and PLC Upgrade Project, 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, or on file,
and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit "A");
(b) City of Denton's IFB # 6895 (Exhibit "B" on file at the office of the Purchasing
Agent);
(c) City of Denton Standard Terms and Conditions (Exhibit "C");
(d) Certificate of Interested Parties Electronic Filing (Exhibit "D");
(e) Supplier's Proposal (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
above. These documents shall be referred to collectively as "Contract Documents."
Prohibition on Contracts with Companies Boycotting Israel
Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier
certifies that Supplier's signature provides written verification to the City that Supplier. (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies
that Supplier's signature provides written verification to the City that Supplier, pursuant to Chapter
2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments
under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to
meet or maintain the requirements under this provision will be considered a material breach.
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.
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
DocuSigned by:
SIGNATURE
SUPPLIER
DocuSigned by:
BY:
AUTHORIZED SIGNATURE
Robert Heath McMichael
Printed Name:
P.S. Arora Title: Manager Industrial Business
PRINTED NAME 817-819-7772
Director wastewater Utility
TITLE
wastewater Utilities
DEPARTMENT
ATTEST:
ROSA RIOS, CITY SECRETARY
EDO-Signed by:BY:
A8C5E175493...
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
DocuSigned by:
[�A-ck- f-e;Aw,A),
BY:oo
PHONE NUMBER
Heath.McMichael@graybar.com
EMAIL ADDRESS heath. mcmi chael @g rayba r . com
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
DocuSigned by:
BY:
TODD HILEMAN
CITY MANAGER
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
Exhibit A
Special Terms and Conditions
1. The Quantities
The quantities indicated on Exhibit E are estimates based upon the best available information. The
City reserves the right to increase or decrease the quantities to meet its actual needs without any
adjustments in the bid price. Individual purchase orders will be issued on an as needed basis.
2. Product Changes During Contract Term
The supplier shall not change specifications during the contract term without prior approval. Any
deviation in the specifications or change in the product must be approved in advance by the City
of Denton. Notice of a change shall be submitted in writing to nurchasin 4citofdenton.com,
with the above file number in the subject line, for review. Products found to have changed
specifications without notification, and acceptance, will be returned at the supplier's expense.
Products that have been installed will be replaced at the supplier's expense.
3. Authorized Distributor
The supplier shall be the manufacturer or authorized distributor of the proposed products. The
distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's
representative as needed by the City.
4. Contract Terms
The Contract shall commence upon the issuance of a Notice to Proceed or Purchase Order by the City
of Denton and shall automatically expire upon completion of the work or receipt of the materials, and
acceptance by the City of Denton.
5. Price Escalation and De-escalation
Prices quoted for the commodities or services described in the solicitation must be firm until all orders
under this contract are received and accepted by the City of Denton or for a period of one year from
date of contract award. Any request for price adjustment must be based upon the manufacturer
published pricing sheets to the vendor. 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. The price will be increased or decreased based upon the annually
percentage change in the manufacturer's price. The maximum escalation will not exceed +/- 8% for
any individual year. The escalation will be determined annually at the renewal date. Should the
manufacturer published price change exceed a minimum threshold value of +/-1%, then the stated
eligible bid prices shall be adjusted in accordance with the published price change not to exceed the
8% limit per year. The supplier should provide documentation as percentage of each cost associated
with the unit prices quoted for consideration
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also
provide supporting documentation as justification for the request.
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as
competitive with the general market price at the time, and become effective upon the renewal date of
the contract award or reject the increases within 30 calendar days after receipt of a properly submitted
request. If a properly submitted increase is rejected, the Contractor may request cancellation of such
items from the Contract by giving the City of Denton written notice. Cancellation will not go into
effect for 15 calendar days after a determination has been issued. Pre -price increase prices must be
honored on orders dated up to the official date of the City of Denton approval and/or cancellation.
The request can be sent by e-mail to: purchasin (c cityofdenton.com noting the solicitation number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
6. Total Contract Amount
The contract total shall not exceed $100,650. Pricing shall be per Exhibit E attached.
7. Delivery Lead Time
Product or services shall be delivered to the City per the business days noted in Exhibit E after
receipt of the order.
8. Silence of Specifications
The apparent silence of these specifications as to any detail or the apparent omission from it of a
detailed description concerning any point, shall be regarded as a meaning that the only best
commercial practices are to prevail. All interpretations of these specifications shall be made on the
basis of this statement.
9. Assignment
The successful contractor shall not sell, assign, transfer or convey this contract in whole, or part,
without the prior written consent of the Purchasing Manager.
10. Intellectually Property Indemnification
To the extent the contractor receives such indemnification from the manufacturers of the goods,
the contractor will indemnify, defend and hold harmless the City of Denton, and its authorized
users, against any action or claim brought against the City of Denton, or its authorized users that
is based on a claim that software infringes any patent rights, copyright rights or incorporated
misappropriated trade secrets. Contractor will pay any damages attributable to such claim that
are awarded against the City of Denton or its authorized users, in a judgment or settlement. If the
City of Denton or its authorized users' utilization of the software becomes subject to a claim, or
is likely to become subject to a claim, in the sole opinion of the City of Denton, or its authorized
users, the Contractor shall, at its sole expense (1) procure for City of Denton or its authorized
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
users, the right to continue using such software under the terms of this Contract; or (2) replace or
modify the software so that it is non -infringing.
11. Ri2hts to Data, Documents, and Computer Software (Governmental Entity Ownership)
Any software, research, reports studies, data, photographs, negatives or other documents, drawings
or materials prepared by contractor in the performance of its obligations under this contract shall
be the exclusive property of the City of Denton and all such materials shall be delivered to the City
by the contractor upon completion, termination, or cancellation of this contract. Contractor may,
at its own expense, keep copies of all its writings for its personal files. Contractor shall not use,
willingly allow, or cause to have such materials used for any purpose other than the performance
of contractor's obligations under this contract without the prior written consent of the City;
provided, however, that contractor shall be allowed to use non -confidential materials for writing
samples in pursuit of the work.
The ownership rights described herein shall include, but not be limited to, the right to copy,
publish, display, transfer, prepare derivative works, or otherwise use the works.
12. Patent Rights
To the extent the contractor receives such indemnification from the manufacturers of the goods,
the contractor agrees to indemnify and hold harmless the City from any claim involving patent
right infringement or copyrights on goods supplied.
13. Warranties
The contractor shall provide a warranty that is standard in the industry. Repair or Maintenance of
fleet not performed to industry standards shall be accomplished at the contractor's expense, at the
option of the City.
Contractor warrants that all goods sold are free of any security interest and will make available to
City all transferable warranties made to Contractor by the manufacturer of the goods.
CONTRACTOR MAKES NO OTHER IMPLIED WARRANTIES, AND SPECIFICALLY
MAKES NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
PURPOSE. UNLESS OTHERWISE AGREED IN WRITING BY AN AUTHORIZED
REPRESENTATIVE OF SELLER, PRODUCTS SOLD HEREUNDER ARE NOT INTENDED
FOR USE IN OR CONNECTION WITH 1) ANY SAFETY APPLICATION OR THE
CONTAINMENT AREA OF A NUCLEAR FACILITY, OR 2) IN A HEALTHCARE
SITUATION, WHERE THE GOODS HAVE POTENTIAL FOR DIRECT PATIENT CONTACT
OR WHERE A SIX (6) FOOT CLEARANCE FROM A PATIENT CANNOT BE MAINTAINED
AT ALL TIMES.
14. Quantities
The quantities indicated on the Pricing Sheet (Exhibit 1) are estimates based upon the best
available information. The City reserves the right to increase or decrease the quantities to meet its
actual needs without any adjustments in the prices. Individual purchase orders will be issued on
an as needed basis.
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
15. Authorized Distributor
The respondent shall be the manufacturer or authorized distributor of the proposed products. The
distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's
representative as needed by the City.
16. Substitutions
Substitutions are not permitted without the written approval of The City of Denton Purchasing
Department. If specific manufacturers, brands or part numbers are listed in the exhibits, the City
will not accept substitutes.
17. Product Changes During Contract Term
The awarded contractor shall not change specifications during the contract term without prior
approval. Any deviation in the specifications or change in the products must be approved in
advance by the City of Denton. Notice of a change shall be submitted in writing to
purchasinggcityofdenton.com, with the solicitation number in the subject line, for review.
Products/Services found to have changed specifications without notification, and acceptance, will
be returned at the supplier's expense. Products that have been installed will be replaced at the
contractor's expense.
18. Adding New Products or Services to the Contract After Award
Following the Contract award, additional services or products of the same general category that
could have been encompassed in the award of this contract, and that are not already on the contract,
may be added. A formal written request may be sent to successful Contractor (s) to provide a
proposal on the additional services and shall submit proposals to the City of Denton as instructed.
All prices are subject to negotiation with a Best and Final Offer ("BAFO"). The City of Denton
may accept or reject any or all pricing proposals, and may issue a separate solicitation for the
services/products after rejecting some or all of the proposals. The commodities and services
covered under this provision shall conform to the statement of work, specifications, and
requirements as outlined in the request. Contract changes shall be made in accordance with Local
Government Code 252.048.
19. Shipping, Delivery, and Packaging
Identification of Shipments:
In addition to the complete destination address, each delivery must be clearly marked with
the purchase order number. Each shipment must be accompanied by a packing slip.
Packaging and Labeling:
All items shipped must be properly labeled, with weather resistant labeling, showing the brand
name, package quantity, lot number (if applicable) and any other necessary identifying
information.
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
Special Delivery Requirements:
City Department representatives may have specific, internal delivery rules and policies. These
will be provided on each purchase order issued. The contractor(s) will be required to adhere
to those requirements.
Hours of Delivery:
Delivery shall be made during the hours of 8:00 am to 3 :00 pm (CST) unless prior approval
for after-hours delivery has been obtained from the City. In the event of any approval by the
City for after-hours delivery, Contractor may not invoice any additional charges for that
delivery. Contractor is encouraged to obtain City's hours of operation at time of order.
Delivery Schedule:
Respondent's shall furnish, in the space indicated on the price sheet, a delivery schedule for
each line item as to time required for delivery after receipt of order (ARO) under normal
conditions. Delivery Days means calendar days, unless otherwise specified. Failure to state
delivery time may disqualify Respondent. The City of Denton, at its sole option, may choose to
negotiate delivery times.
Delivery Delays:
If delay is foreseen, Contractor shall give written notice to the City and must keep City
advised at all times of t he status of order. Default in promised delivery (without accepted
reasons) or failure to meet specifications authorizes the City to purchase goods and services
of this solicitation elsewhere and charge any increased costs for the goods and services, to the
Contractor. Failure to pay a damage assessment is cause for contract cancellation and/or
removal of the contractor from the City's authorized list of suppliers.
Compliant Products:
Providing products or materials which do not meet all manufacturers' specifications does
not constitute delivery. Delivery does not occur until the contractor delivers products
or materials in full compliance with the manufacturer' s specifications to City's F.O.B.
destination, unless delivery is specifically accepted, in whole or in part, by the Customer. City
reserves the right to require new delivery or a refund in the event that materials or products not
meeting manufacturer specifications are discovered after payment has been made.
Restocking Fee:
The City may request that a contractor accept return of merchandise already delivered or that a
contractor cancel an order prior to delivery. If the return is required through no fault of the
contractor, the contractor may request a reasonable restocking charge. The Customer may pay a
restocking charge if the City determines that the charge is justifiable. As a guideline, such charges
shall not exceed 20%. There shall be no fees charged for cancellation of an order prior to
shipment by the Contractor
20. Safety and Environmental Hazards
The City does not warrant or guarantee against the possibility that safety or environmental hazards
or potential hazards (including premises and special defects) may exist at the City's facilities. The
Contractor shall be responsible for identifying any hazardous conditions and notifying the City of
these conditions in writing no later than 30 days after contract award and prior to initiation of
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
service delivery on the property. This will be accomplished by the Contractor conducting an
environmental assessment and an occupational health, and safety inspection of the service bay or
field service areas by competent, qualified and appropriately licensed practitioners. The costs of
these inspections will be negotiated between the City and the Contractor and any subsequent
corrective action will be at the expense of the city.
All contractors to the City of Denton are required to ensure absolute safety standards are applied
and enforced. The City of Denton will not be responsible for individual contractor safety, and the
awarded contractor shall not hold the City of Denton responsible. Known hazards shall
immediately be reported and all safety precautions shall be taken to prevent potential safety
issues from occurring
21. Contractor Standards of Performance
Monthly Time Standards - Contractors shall fully understand that the City relies on the product or
service of the solicitation to provide vital municipal services, and the availability and reliability of
the equipment is of the essence. With this in mind, the Contractor shall meet the following
performance standards at all times. For service category, the Contractor must ensure the given
level of service is achieved, within the designated number of working hours.
Contractor shall deliver goods or services within specified delivery times for 95% of all orders.
22. Additional General Requirements
a. Prior to commencement of the services, the City and selected individual or business
will conduct an initial meeting to review the overall scope, schedule, deliverables and
planning process to implement a successful program.
b. The awarded Contractor shall provide to the City of Denton, detailed reports of time
and services provided to the City on a monthly basis.
c. Staff available to assist the selected provider is limited; the proposals submitted should
not anticipate extensive staff assistance during equipment repairs or maintenance.
23. Payment and Performance Requirements
A. PAYMENT AND INVOICES:
Payment processing: The City review, inspection, and processing procedures for
invoices ordinarily require thirty (30) days after receipt of invoices, materials, or
services. Submissions which call for payment before thirty (30) days from receipt
of invoice, or cash discounts given on such payment, will be considered only if, in
the opinion of the Purchasing Manager, the review, inspection, and processing
procedures can be completed as specified. It is the intention of the City of Denton
to make payment within thirty days after receipt of valid invoices for which items
or services have been received unless unusual circumstances arise. The 30 day
processing period for invoices will begin on the date the invoice is received or the
date the items or services are received, whichever is later.
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
Direct deposit for payments: Contractors are encouraged to arrange for receiving
payments through direct deposit. Information regarding direct deposit payments is
available from the City of Denton Purchasing website:
www.dentonpurchagRg.com.
Invoices shall be sent directly to the City of Denton Accounts Payable Department,
215 E McKinney St, Denton, TX, 76201-4299. A pro -forma invoice shall be sent
to the contract administrator as identified in the Notice to Proceed. It is the intention
of the City of Denton to make payment on completed orders within thirty days after
receipt of invoice or items; whichever is later, unless unusual circumstances arise.
Invoices must be fully documented as to labor, materials, and equipment
provided, if applicable, and must reference the City of Denton Purchase Order
Number in order to be processed. No payments shall be made on invoices not
listing a Purchase Order Number.
B. PAYMENT TO PERFORMANCE MILESTONES
Awarded contractor shall prepare and submit invoices after completion of specific
project milestones. The invoice shall detail the major milestones accomplished and
detailed cost information for project. These milestones shall be submitted to the City
of Denton and the City's Project Staff shall review such for completion and accuracy,
prior to payment authorization.
C. TAX EXEMPTION
The City of Denton qualifies for sales tax exemption pursuant to the provisions of
Article 20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any
Contractor performing work under this contract for the City of Denton may
purchase materials and supplies and rent or lease equipment sales tax free. This is
accomplished by issuing exemption certificates to suppliers. Certificates must
comply with State Comptroller's ruling #95-0.07 and #95-0.09.
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
Exhibit C
City of Denton
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements
included in the City of Denton's contract are applicable to contracts/purchase orders issued by the City of Denton
hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or
Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and
the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement, except for
those exceptions agreed to herein, shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions
are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36
shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation
to purchase services to be performed principally at the City's premises or on public rights -of -way.
1. CONTRACTOR'S OBLIGATIONS: The Contractor shall fully and timely provide all deliverables described in
the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the
Contract and all applicable Federal, State, and local laws, rules, and regulations.
2. EFFECTIVE DATE/TERM: Unless otherwise specified in the Solicitation, this Contract shall be effective as of
the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance
with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance
with good commercial practice and shall include a packing list showing the description of each item, the quantity and
unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping
container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's
name, address and purchase order or purchase release number and the price agreement number if applicable, (c)
Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing
the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest
transportation costs and to conform to all the requirements of common carriers and any applicable specification. The
City's count or weight shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables
under reservation and no tender of a bill of lading will operate as a tender of deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City
actually receives and accepts the deliverables, which shall take place within five (5) days of delivery.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of
delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer,
the Contractor's price shall be deemed to include 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 has the right to inspect the Contractor's, or the Contractor's
Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the
Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to
the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply
with all provisions of the Contract as to time of delivery, quality, and quantity. Any non -complying tender shall
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
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 itself as to the nature of the City's service requirements and specifications, the
location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and
facilities necessary to perform the services, and any other condition or state of fact which could in any way affect
performance of the Contractor's obligations under the contract. Except when due to the negligence of the City, the
Contractor hereby releases and holds the City harmless from and against any liability or claim for damages if the
actual site or service conditions differ from expected conditions.
Both parties shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants
and others on or near the City's facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which
they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in
participating or responding to a solicitation or while in the course and scope of delivering goods or services under a
City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required
by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may
such workers be intoxicated, or under the influence of alcohol or drugs, on the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or
disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or
was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from
Contract services, and may not employ 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 Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: Both parties,
their Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local
health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including
but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold
harmless the City from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every
kind to the extent arising from its failure to comply under this paragraph, except to the extent such liability is caused
by the negligence or willful misconduct of City.
Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or
regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water
Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each
delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment
or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and
the master agreement number if applicable, the Department's Name, and 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 waybill, when applicable, shall be attached to the invoice. The Contractor's name,
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
remittance address and, if applicable, the tax identification number on the invoice must exactly match the information
in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance
address specified on the Contractor's invoice.
C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables order number clearly
identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order
number. Time billed for labor shall be limited to hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount.
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar
days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later.
B. If payment is 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. failure of the Contractor to submit proper invoices with purchase order number, with all required
attachments and supporting documentation; or
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 City's payment
obligations are payable only and solely from funds Appropriated and available for this contract. The absence of
Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not
Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall
provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year
to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit
the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will
be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid
by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall
bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred
in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time
spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated.
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBElMBElWBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor
is required to submit a Contract Close -Out MBElWBE Compliance Report to the Purchasing Manager no later than
the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be
withheld if the Contractor is not in compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in
writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of
the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the
Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty
obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the
City other than those previously asserted in writing and not yet settled.
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
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 or other period agreed by the parties.
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. The scope of any audit shall be limited to records created no more than twelve (12)
months before the date on which the audit was initiated. No audit may make use of any sampling, extrapolation, or
similar practice. No more than one (1) audit may be initiated in any twelve (12) month period and no audit may be
initiated until all previous audits have been fully resolved.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute,
in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and
"other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or
electronic files are subsequently used to generate or prepare a final printed document.
I& SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBElMBElWBE 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 the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the
substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a
waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a
Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and
Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the
Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the
provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written
consent of the City and the Contractor. The City may require, as a condition to such further subcontracting,
that the Subcontractor post a payment bond in form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including any claims for
additional payments, damages or otherwise, to the Contractor in sufficient 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 in accordance
with the terms negotiated between Contractor and Subcontractor.
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
19. WARRANTY -PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on
substantially similar orders by other government customers for like deliverables in similar volumes 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.
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 conform in all material respects to the specifications, drawings, and descriptions of the
manufacturers of the goods and bid specifications, to any samples furnished by the Contractor, to the terms, covenants
and conditions of the Contract as to price, quantity and delivery date, 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. SELLER MAKES NO OTHER IMPLIED
WARRANTIES, AND SPECIFICALLY MAKES NO IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR PURPOSE. UNLESS OTHERWISE AGREED IN WRITING BY AN AUTHORIZED
REPRESENTATIVE OF SELLER, PRODUCTS SOLD HEREUNDER ARE NOT INTENDED FOR USE IN OR
CONNECTION WITH 1) ANY SAFETY APPLICATION OR THE CONTAINMENT AREA OF A NUCLEAR
FACILITY, OR 2) IN A HEALTHCARE SITUATION, WHERE THE GOODS HAVE POTENTIAL FOR DIRECT
PATIENT CONTACT OR WHERE A SIX (6) FOOT CLEARANCE FROM A PATIENT CANNOT BE
MAINTAINED AT ALL TIMES.
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 in accordance with the warranty period
provided by the manufacturer of the goods, starting from the date of acceptance of the deliverables or from the date
of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables, or
replace the non -conforming deliverables with fully conforming deliverables, at the Contractor's option and at no
additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any
packaging and shipping costs shall be borne exclusively by the Contractor. The City shall give the Contractor written
notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, failure to give
timely notice may impair the City's rights under this section.
D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming deliverables as required
by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be
required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other
sources. In such event, the Contractor shall pay to the City upon demand the increased cost to cover, 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 manufacturer's warranty,
the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's
warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest
extent to enforce such manufacturer's warranty 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.
SUBJECT TO ANY DIFFERENT OR ADDITIONAL WARRANTIES PROVIDED SUBCONTRACTOR,
CONTRACTOR MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE
WORK OR THE PRODUCTS, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT. WITHOUT
LIMITATION OF THE PRECEDING SENTENCE, THE WARRANTIES OF THIS SECTION 2 DO NOT COVER
ANY FAILURE OR DEFECT RESULTING FROM: (I) SUBSTRATE DETERIORATION OR MOVEMENT, (II)
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
WATER INFILTRATION, (III) HARMFUL CHEMICALS, FUMES OR VAPORS, (IV) VANDALISM OR
PHYSICAL ABUSE, (V) LACK OF PROPER MAINTENANCE AND REPAIR, (VI) UNAUTHORIZED
PENETRATIONS OR REPAIRS, OR (VII) ACTS BEYOND THE REASONABLE CONTROL OF SUPPLIER,
SUCH AS FIRE, FLOOD, EARTHQUAKE, TORNADO, EXPLOSIONS, ACTS OF GOD OR OTHER
CATASTROPHIC EVENTS
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 give the Contractor
written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, failure
to give timely notice may impair the City's rights under this section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required
by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be
required to purchase under the Contract from the Contractor, and purchase conforming services from other sources.
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. If any such acceptance occurs prior to final payment, the parties may elect to allow the
City to deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-
conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by
the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other
party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the
event that no assurance is given within the time specified after demand is made, the demanding party may treat this
failure as an anticipatory repudiation of the Contract.
25. 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 may be liable for
direct 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 Contractor's Offer, or in any report or deliverable required to be submitted
by the Contractor to the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to
terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after
the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence
sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any
other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses
and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover,
reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate, but
in no event shall the amount of City's recovery exceed the purchase price of the product from which such default
relates. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's
vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years.
All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided
by law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in
part, without cause any time upon thirty (30) calendar days' prior written 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. In the event any change includes a reduction in
the quantity of any product, Buyer shall be responsible for any cancellation, restocking, or similar fees from the
manufacturer of such product or for the price of any non -returnable product.
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.
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
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 third party claims, demands, suits, causes of action and
judgments, including all reasonable costs and expenses of litigation, mediation or other alternate dispute
resolution mechanism, including reasonable attorney and other professional fees for: (1) damage to or loss of
the property; and/or (2) death, bodily injury, illness, disease, 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) AND INDEMNIFY THE
CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS FROM
AND AGAINST ALL INDEMNIFIED CLAIMS TO THE EXTENT DIRECTLY ARISING OUT OF,
INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE
OF THE CONTRACTOR'S OBLIGATIONS 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.
C. Notwithstanding any provisions contained in this Agreement to the contrary, in no event will Contractor be
liable for special or consequential damages.
D. Notwithstanding any provision of this Agreement to the contrary, in no event shall Contractor's liability
exceed the purchase price of the product from which such liability arises or to which such liability relates
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 Certificates of Insurance with the coverage's and 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.
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the
subcontractors commencing work on the project.
v. The Contractor's and all subcontractors' insurance coverage shall be written by 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 will accept workers' compensation coverage written by the Texas
Workers' Compensation 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
vii. The "other" insurance clause shall not apply to the City 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 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 the City thirty (30) calendar days' written notice of erosion of
the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract.
xiv. The insurance coverage's specified in within the solicitation and requirements 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 Contractor's ability to perform thereunder,
the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the
Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action;
the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim
is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton
City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas
76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to
be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked
if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other
means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class
mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall
be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing
Manager.
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the
Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the
Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is
subject to the Texas Public Information Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the
City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) to the extent
Contractor receives such indemnification or similar rights and protections from the manufacturer of the goods, the
deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly
or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of
any third party; that no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, to the
extent possible, pass through or otherwise make available to the City all indemnification, defense, and similar rights
and protections available to Contractor from the applicable manufacturer, relating to the infringement or alleged
infringement of any patent, copyright, trademark, or other intellectual property right by any product sold under this
Agreement. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way
diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the
production, development, or delivery of such deliverables will not impact such warranties of Contractor.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain
of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets,
confidential know-how, confidential business information, and other information which the City or its licensors
consider confidential) (collectively, "Confidential Information"). Contractor acknowledges 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 however, that nothing in this Paragraph 38 shall negate the
City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such
deliverables. Should by operation of law, such deliverables not be considered works made -for -hire, the Contractor
hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to
execute, acknowledge, and deliver an assignment to the City 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
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration,
trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to
assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in
and to the deliverables. The Contractor's obligations to execute, acknowledge, 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, without the City's prior consent, the fact that the
City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or
retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage,
or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained
by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have
the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or
contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is
determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the
Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing
favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the
performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall
be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the
Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent
consultant, or elected official of the City who is involved in the development, evaluation, or decision -making process
of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from
that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation 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 City's Conflict of Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee
relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent 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, worker's compensation, or any other City employee benefit. The City shall not have supervision
and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall
perform the services hereunder according to the attached specifications at the general direction of the City Manager
of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and
perform services for other parties while performing services for the City.
45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and 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 -
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change
the terms, covenants, and conditions of the Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the
terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade
shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been
substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair
to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control,
unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to
prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a
statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between
representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as
agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision -making
authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate
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 Contractor will share the mediator's fees equally and the parties will
bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them
or otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of
Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm.
Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or
jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the
parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of either party 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.
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
52. HOLIDAYS: The following holidays are observed by the City:
New Year's Day (observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
New Year's Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday,
it will be observed on the following Monday. Normal hours 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: No Offeror, or Offeror's agent, shall engage in any 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 REP.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any
discriminatory employment practice against individuals with disabilities as defined in the ADA.
56. INTENTIONALLY OMITTED.
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:!lwww.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
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants.
The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and
performance of the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on -site compliance with
the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with
issuance of Form W-Ts to common law employees. Respondent is responsible for both federal and State
unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure
compliance with all federal and State 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 Contractor 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 parties. In the event of an
occurrence under this Section, the Contractor will be excused from any further performance or observance of the
requirements so affected for as long as such circumstances prevail and the Contractor continues to use commercially
reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay.
The Contractor shall immediately notify the City of Denton Procurement Manager by telephone or other electronic
communication (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and
describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance.
65. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will
not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's
exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel,
waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not
be construed as a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is
in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the
City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical
records, and any other records or books relating to the performances called for in the Contract. The Respondent shall
retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State
Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The
Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State
Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being
spent under the Contract.
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
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. City's standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
Contract 6895
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
Exhibit D
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 a 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:
httt�s://www.etlucs.state.tx.us/whatsnew/elf info forml295.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. Complete and sign the Form 1295
6. Email the form to purchasinggcityofdenton.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
Commission's website within seven business days.
Contract 6895
U
LiJ
0
w
a
W
Q
CC
l7
a
U
N
Z
O
a
_v
LW Z
Mr
W
= O
>C a
W 0
Q
U
N
a
J
Q:
O
H
Z
LL!
a
N
LL V
U W
w LL
M O
w
w d
U
rn V)
o +,
v y
o s
Q �
LL ao
v C
rn c�
C) a
07 i
o Ln
01
o 00
a (D
O m
� LL
c
w
c
m
cn
U
O
O
0
U Q
ac X
uj
U 1-
W =
W
< 0
} 3 0
a ~
cc a
0 z
~ F-
i to
W
o p
o, m
c O
_ do U.
m o o W
z v LL
a o V
(U m c W
v F 6 cn
CIO N o Q
c N
0) v a to
c p
O m O
a
v o ti U
m a) N
c W
a ° >
@ a J
D W
n O
a n, �
N
o t-
a 0
d U
v J
i a
O
LU
p
u D
J
-Z3 V
U Z
A �
c_ Z
3 U
0
v
a
rn
a
� a
o �
O
N
N CL
C
a d
C v CL
W F� Ia.
o I I-qo I o I� I U) I Ln I Ln I� I o I o I o I o I 0 I I o I 0 l 0 I o I o l 0 I o
V
W
O
N
O
00
i�
N
Ln
to
Ql
r
i0
to
O
d'
fD
l0
V
O
N
m
m
m
m
.-1
h
lD
.-1
h
d'
M
'L7
M
�
W
O
a
f�
Ol
00
W
Ql
Lr
6
00
.-i
M
00
Ol
m
4
lD
a'
M
.y
V1
a
Ln
h
01
O
a-1
N
oo
O
W
O
O
M
Lr
o6
N
N
.-I
ci
N
I�
r,'
r6
N
n
N
m
N
O
Q1
.i
00
c-1
O1
m
In
al
N
00
N
M
i�
�D
110
O
lD
h
Qj
O
O
W
i/T
tq
if1
i/}
i?
LT
LT
v/
[/?
VT
LT
L}
t4
VT
VT
in
in
i/T
'n
L?
vT
i/?
d
O
a
N
h
n
lD
oo
tD
(M
at
Q1
li
tD
M
Qi
01
.--I
10
fn
Qi
pl
1-
I"
a
'r
w
M
r
m
V
m
V'
w
lD
O
N
M
to
(n
a'
N
d'
M
01
N
lD
Ct
N
lD
O
lD
ei
.-i
O
11
O
M
m
N
m
1-4
m
lD
lD
m
m
O
w
Ln
Qn
-i
O
m
m
-I
O
m
.-i
M
V
N
M
�
Ih
N
m
m
V
m
O
N
CO
i,
h
lD
N
r
'V
M
Ln
N
U
7
M
o
a`
c
v-
O
41
i/?
L?
LT
V?
V?
L}
in
i!)
V?
VT
LT
LT
L?
i/?
V?
i/?
i/?
i/T
o
U
O
0
H
a. O �D 00 N O O O O O N Y N N M O CD to O CD
w m O O .H ,� r" i H N p N O O O N O N O O O O
.G W O CD 0 00O O O N It H ON H N M O W O O 'T 00 N
N N N N O O ci
o a o o OM u m m m m m
Z m to In In ¢ ¢ U LL LL LL d X X X X
+-' V X X X X X ¢ ¢ X X O X X X X X X X X
a rn m m m m m m m m m m m m m m m m m m m
m
=
o
o.
V
Q
U
O
�.
V)
LU
z
m
w
a:
W
N
00
t
m
N
Q
w
LLJw
,,
Y,
F=
z
a>
>
J
O
O
-~
=
as
?
C,
O
_
¢
O
f
O
O
¢
90
O
-A
cOc
G
¢
O
H
N
(NO
N
�n
\
N
O
_
O
a
w
N
S
F-
Q
Z
_
a.
¢
Z
a
N
¢
LL
H
¢
O
Z
-
a0
a
Z
a
in
Q
O
In
H
O
N
¢
z
a
Q
Q
O
cn
F
O
zr
¢
z
a=
}
d
'n
W
O
m
a
2'.
O
D_
=
Y
z
In
V
O
O
-i
(D
0
Y
Z
N
U
O
N
M
0
O
W
Z
O
N
z
¢
m
U
lD
-,
0
O
W
O
z
¢
mO
cr
N
M
o
W
--�
Q
�
M
w
_m
�
X
N
U
LL
F-
z
p
o
K
O
N
N
J
¢
z
2
m
�
w
U
Vn
Z
O
n
�
00
N
N
J
a
Z
2
K
?y
w
U
N
W
m
W
w
N
m
O
O
2
O
V*
m
n-
U
Y
m
w
z
W
X
w
W
n.
Y
¢
m
W
z
¢
M
Y
¢
h
O
N
v
W
z
a
M
Y
¢
I—
O
LI)
00
z
a
J
Y
U
m
O
N
N
-+
y
¢¢
w
w
a
w
a
w
a
w
a¢
w
w
a
w
a¢¢
w
w
w
a
w
a
w
a
w
a¢
w
w
a
w
a¢
w
w
a
w
a
w
LLI
U J N M Q1
t.
W a
C
O
v
ia .-1 N M 7 to l0 r 07 01 O +-i N M d' Ln tD N O O� O
O .-i .-� .i .� .-i .-� .-i .-� .i N N
11
DocuSign Envelope ID: 0914C94F-A50D-40AD-9C26-EEE373ECF142
Exhibit F
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.
N/A
2 El
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.
3 1 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?
E-1
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 E-1 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?
E-1
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 S'g d by:
ED 3/13/2019
7EZFzarso�s
Signature of vendor doing business with the governmental entity Date
Certificate Of Completion
Envelope Id: 0914C94FA5OD40AD9C26EEE373ECF142
Subject: Please DocuSign: City Council Contract 6895-LPU Upgrade
Source Envelope:
Document Pages: 27 Signatures: 6
Certificate Pages: 6 Initials: 1
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: Original
3/8/2019 3:11:57 PM
Signer Events
Cindy Alonzo
cynthia.alonzo@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mack Reinwand
mack.reinwand@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Robert Heath McMichael
Heath. McMichael@graybar.com
Manager Industrial Business
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 3/13/2019 3:01:26 PM
I D: cc4c8690-d953-453a-af74-21 c9c28c5762
Holder: Cindy Alonzo
Cynthia.Alonzo@cityofdenton.com
Signature
Completed
Using IPAddress: 129.120.6.150
E
Signature Adoption: Pre -selected Style
Using I P Address: 47.184.68.6
Signed using mobile
[D—Si,ned by:
7F9D328BF0204E5...
Signature Adoption: Pre -selected Style
Using IPAddress: 50.227.65.132
Signed using mobile
E
DocuSignetl by:
7E2F2018DA97462...
Signature Adoption: Drawn on Device
Using I P Address: 45.17.239.55
Doclut
S 9 C U a 9 0
Status: Completed
Envelope Originator:
Cindy Alonzo
901 B Texas Street
Denton, TX 76209
Cynthia.Alonzo@cityofdenton.com
IP Address: 129.120.6.150
Location: DocuSign
Timestamp
Sent: 3/8/2019 3:20:23 PM
Viewed: 3/8/2019 3:21:35 PM
Signed: 3/8/2019 3:22:27 PM
Sent: 3/8/2019 3:22:29 PM
Viewed: 3/8/2019 3:43:33 PM
Signed: 3/8/2019 3:43:47 PM
Sent: 3/8/2019 3:43:48 PM
Viewed: 3/10/2019 10:54:43 PM
Signed: 3/10/2019 10:56:42 PM
Sent: 3/10/2019 10:56:44 PM
Resent: 3/13/2019 2:45:17 PM
Resent: 3/13/2019 3:05:35 PM
Viewed: 3/13/2019 4:13:22 PM
Signed: 3/13/2019 4:17:29 PM
Signer Events
P.S. Arora
P.S.Arora@cityofdenton.com
Director Wastewater Utility
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 3/13/2019 5:56:59 PM
ID:9e922d45-3d27-4b8b-aOc4-8048e1de05af
Tabitha Millsop
tabitha.millsop@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Todd Hileman
Todd. Hileman@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 9:02:14 AM
ID: 57619fbf-2aec-4b 1 f-805d-6bd7d9966f21
Rosa Rios
rosa.rios@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 4/17/2019 8:55:36 AM
ID:9dd7859e-7446-44b1-9af5-f07d63dfa466
In Person Signer Events
Editor Delivery Events
Agent Delivery Events
Intermediary Delivery Events
Certified Delivery Events
Carbon Copy Events
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Signature
[D11USi,n1d by: ES. Aram
E1 C585812F14E8...
Signature Adoption: Pre -selected Style
Using I P Address: 47.187.108.11
Using IPAddress: 129.120.6.150
[D—Si,ned by:
B775C711BAOD454...
Signature Adoption: Pre -selected Style
Using IPAddress: 129.120.6.150
ERD0CUSi,n1d by:
a P4as
1C5CA8C5E175493...
Signature Adoption: Pre -selected Style
Using IPAddress: 129.120.6.150
Signature
Status
Status
Status
Status
Status
Timestamp
Sent: 3/13/2019 4:17:31 PM
Viewed: 3/13/2019 5:56:59 PM
Signed: 3/13/2019 5:59:42 PM
Sent: 3/13/2019 5:59:44 PM
Viewed: 4/17/2019 6:25:32 AM
Signed: 4/17/2019 6:25:51 AM
Sent: 4/17/2019 6:25:54 AM
Viewed: 4/17/2019 8:14:43 AM
Signed: 4/17/2019 8:14:51 AM
Sent: 4/17/2019 8:14:54 AM
Viewed: 4/17/2019 8:55:36 AM
Signed: 4/17/2019 8:56:03 AM
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Sent: 3/8/2019 3:22:29 PM
Carbon Copy Events Status Timestamp
Jane Richardson Sent: 4/17/2019 6:25:53 AM
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jennifer Bridges Sent: 4/17/2019 8:56:05 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 Richardson Sent: 4/17/2019 8:56:06 AM
jane.richardson@cityofdenton.com Viewed: 4/23/2019 11:16:49 AM
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
P.S. Arora Sent: 4/17/2019 8:56:07 AM
P.S.Arora@cityofdenton.com
Director Wastewater Utility
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 3/13/2019 5:56:59 PM
ID:9e922d45-3d27-4b8b-a0c4-8048e1de05af
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
4/17/2019 8:56:07 AM
Certified Delivered
Security Checked
4/17/2019 8:56:07 AM
Signing Complete
Security Checked
4/17/2019 8:56:07 AM
Completed
Security Checked
4/17/2019 8:56:07 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM
Parties agreed to: Robert Heath McMichael, P.S. Arora, Todd Hileman, Rosa Rios, P.S. Arora
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..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check -box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems:
Windows2000? or WindowsXP?
Browsers (for SENDERS):
Internet Explorer 6.0? or above
Browsers (for SIGNERS):
Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email:
Access to a valid email account
Screen Resolution:
800 x 600 minimum
Enabled Security Settings:
-Allow per session cookies
-Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
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. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.