19-750armll
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL
CORPORATION,
! R#R... .#....... AUTHORIZING MANAGER, OR HIS DESIGNEE, TO
EXECUTE A CONTRACT FOR ACQUISITION OF PHOENIX '
STATION ALERTING SYSTEM FOR FIRE STATION # 7 LOCATED AT 4201 VINTAGE
BLVD., THROUGH THE PUBLIC PROCUREMENT AUTHORITY CONTRACT NUMBER
VH11614, UNDER# #CODE,# !
AUTHORIZING' OF #' AND DECLARING AN
EFFECTIVE DATE (FILE 7011 - AWARDED TO US DIGITAL DESIGNS, INC., IN THE
AMOUNT OF 6• !• ,
WHEREAS, pursuant to Ordinance 18-2049, and the Interlocal Cooperative Purchasing
Agreement between the Public Procurement Authority and the City of Denton, the Public
Procurement Authority has solicited, received, and tabulated competitive bids for the purchase of
r,,iecessary materials, equipment, supplies or services in accordance with the procedures of state
law on behalf of the City of /' and
WHEREAS, the City Manager or i designated employee, •', •'
recommended that the herein described materials, equipment, supplies or services can be
purchased by -' City througha•#•. • R • Agreement
funds
listed
FILE
NUMBER VENDOR AMOUNT
7011 US Digital Designs, Inc. $69,095.47
SECTION-• - and approval of above numbered items setforth
acceptsFile 7011, the City offer of persons submitting the bids to the Public Procuremeni
• •r such items and agrees to purchase the materials,equipment,•• or
accordance • •ns, specifications,quantities and for the specified
sums contained in the bid documents and related documents filed with the Public Procurement
Authority, • the purchase orders -• by
SECTIONo • the City and persons submitting approved • accepted items
ratification of bids awarded by the Public Procurement Authority, the City Manager or his
designated representative is hereby authorized to execute the written contract; provided that the
written contract is in accordance with the terms, conditions, specifications and standards
contained in the Proposal submitted to the Public Procurement Authority, quantities and
specified sums contained in the City's purchase orders, and related documents herein approved
and accepted.
SECTION_ 4. The City Council of the City of Denton hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under 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.
The motion to a l)r V this ordinance was made by _ � �� rl_ . � ' and
seconded by 1 / i 11(4 , the ordinance was passed and approved by
the following vote
Aye Nay
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:
Abstain Absent
PASSED AND APPROVED this the !;` day of /� �� ,� rye° 12019.
<..... ..
CHRIS WATTS, �.
µµ
.� ��w�� � :: TS, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
BY..__�.
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
mw
r r
DocuSign Envelope ID: B595502D-E834-4D28-AE6C-8DE940A2BC3F
Docusign City Council Transmittal Coversheet
FILE
7011
File Name
Fire station Alerting
Purchasing Contact
Lori Hewell
City Council Target Date
April 16, 2019
Piggy Back Option
Not Applicable
Contract Expiration
NSA
Ordinance
19-750
DS
D
DocuSign Envelope ID: B595502D-E834-4D28-AE6C-8DE940A2BC3F
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND US DIGITAL DESIGNS, INC.
(File #7011)
4/16/2019
THIS CONTRACT is made and entered into this date , by and between US
DIGITAL DESIGNS, INC., a Arizona Corporation, whose address is 1835 E. Sixth St. Suite 927, Tempe, Arizona 85281,
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 Supplier's quote, a copy of which is attached hereto and
incorporated herein for all purposes as Exhibit "C". The Contract consists of this written agreement and the following
items which are attached hereto, or on file, and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit "A");
(b) The Public Procurement Authority Contract VH11614, (Exhibit "B" on file at the office of the
Purchasing Agent)
(c) US Digital Designs Quote (Exhibit "C");
(d) City of Denton Standard Terms and Conditions (Exhibit "D");
(e) Certificate of Interested Parties Electronic Filing (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 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
File #7011
DocuSign Envelope ID: B595502D-E834-4D28-AE6C-8DE940A2BC3F
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 �dlt, rms.
VLVIC�U. h4s Kenneth Hedges
gG4�E`iF�4�.B34)4 G3...
SIGNATURE PRINTED NAME
Fire chief
TITLE
Fi re
DEPARTMENT
ATTEST:
ROSA RIOS, CITY SECRETARY
DocuSigned by:
BY: 1 CSCMC5E 175493_.
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
DocuSigned by:
Ma� �P.iA.IwA�
BY. 7F9D328BF0204E5...
SUPPLIER
gDocuSigned by:
L/04'W1gL4.G �A'�riOrib
BY:
'F79E45F&1$E8445...
AUTHORIZED SIGNATURE
Dominic Magnoni
Printed Name:
Title:
VP - General Manager
6026871730
PHONE NUMBER
dmagnoni@usdd.com
EMAIL ADDRESS
dmagnoni@usdd.com
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
DocuSigned by:
BY: „o
TODD HILEMAN
CITY MANAGER
File #7011
DocuSign Envelope ID: B595502D-E834-4D28-AE6C-8DE940A2BC3F
Exhibit A
Special Terms and Conditions
1. Contract Term
The contract will be effective from date of award or notice to proceed with a purchase order as determined by
the City of Denton Purchasing Department.
2. Total Contract Amount
The contract total shall not exceed $69,095.47. Pricing shall be per Exhibit C attached.
File #7011
DocuSign Envelope ID: B595502D-E834-4D28-AE6C-8DE940A2BC3F
Vyhihit C
US Digital Designs Quote
US Digital Designs
Tempe, Arizona USA
Phoenix G2 - Automated Fire Station Alerting
Quotation to:
City of Denton, Texas
Denton Fire Department
Project:
G2 Fire Station Alerting System
1 Station System
Proposal number:
DTX015
Revision #
3
[Pricing guaranteed per Public Procurement Authority (PPA), Master Price Agreement (MPA) and available
to members of National Purchase Partners, LLC d1ba FireRescueGPO, d1ba Public Safety GPO, d1ba Law
Enforcement GPO and d1ba NPPGov - more information available at https://nppgov.com/contract/us-digital-
designs] Denton Fire Department is a member. Member # M-5714014
Quote Date:
15-Jan-2019
Quote Expires:
31-May-2019
FOR FINAL INSTALLATION CONTACT: IN/A
Stafion System irist�.-.d1 1:3y Otheirs' Installation
is not Assumed or Included by LISDD
By:
Luke Eddington
Project Manager
US Digital Designs, Inc.
1835 E Sixth St #27
Tempe, AZ 85281
480-309-7976 direct
480-290-7892 fax
[This Proposal is subject to corrections due to Errors or Omissions]
File #7011
DocuSign Envelope ID: B595502D-E834-4D28-AE6C-8DE940A2BC3F
US DIGITAL DESIGNS QUOTE
1835 E. Sixth St. Suite #27
Tempe, Arizona 85281
877-551-8733 tel 480-290-7892 fax DATE: 1/15/19
Expires: 5/31/19
Quote SUBMITTED TO: City/
of Denton, Texas Denton
Fire Department
DTX015 v3 STATION -LEVEL
STATION 07
Based from USDD G2 Fire Station Alerting System Design Drawing #USDD.DTX.FS07.FSA.2018.10.09.pdf
STATION SYSTEM
LICENSES
Item
Unit
Mfr
Qty
Description
Part No.
US List Unit
QUOTE UNIT
QUOTE EXT
G2 VOICEALERT - Single Station License.
SL1
Ea
USDD
1
One-Time/Perpetual (unless further USDD modification is
VA
$ 1,030.00
$ 927.00
$ 927.00
needed)
G2 MOBILE FSAS APP - Single Device License. Up
to 24 Licenses-Per-ATX are offered at $0.00 cost each
Si
Ea/Yr
USDD
24
as lon(.g as sgrstern is currently under warranty or elected
G2-APP-DLI
$ 108.00
$ 97.20
111 • IInclltidtedt
recurring annual support coverage. See'Mobile' Section for
more detail.
STATION SYSTEM
CONTROLLER
Item
Unit
Mfr
Qty
Description
Part No.
US List Unit
QUOTE UNIT
QUOTE EXT
SC1
Kit
USDD
1
G2 ATX STATION CONTROLLER -
Power/Signal/Control up to 8 peripheral Remote
Options. 4 Unique Amps/Zones available.
ATX
$ 21,750.00
$ 19,575.00
$ 19,575.00
SC2
Kit
USDD
1
G2 EXPANSION KIT - Allows ability to
Power/Signal/Control up to 12 more peripheral
Remote options per EXP.
EXP
$ 7,325.00
$ 6,592.50
$ 6,592.50
SC3
Kit
USDD
0
Rack Mount Ears for ATX or EXP
ATX-E
$ 54.00
$ 48.60
$ -
SC4
Kit
USDD
0
Base Plate for ATX or EXP
ATX-P
$ 54.00
$ 48.60
$ -
SC5
Ea
TBD
2
ATX UPS, Standard
UPS -STD
$ 923.00
$ 830.70
$ 1,661.40
SC6
Ea
TBD
2
Shelf/Bracket, Wall -Mount for UPS
UPS-W MB
$ 57.00
$ 51.30
$ 102.60
STATION SYSTEM
PERIPHERAL
COMPONENTS
Item
Unit
Mfr
Qty
Description
Part No.
US List Unit
QUOTE UNIT
QUOTE EXT
SP1a
Ea
Atlas
1
Audio Amplifier, External, Standard
AMP
$ 987.00
$ 888.30
$ 888.30
SP1b
Ea
Atlas
1
Shelf, Under Table or Wall Mount, for 1U 1/2 Rack
AMP-S
$ 66.00
$ 59.40
$ 59.40
SP2
Ea
USDD
0
G2 COLOR INDICATOR REMOTE Module - Up to
CIR
$ 725.00
$ 652.50
$
8 unique colors
-
SP3a
Ea
USDD
0
G2 HDTV REMOTE Module ("W &liii:€Isr.:arir.::<al D.atllst
TVR
$ 975.00
$ 877.50
$
I
by Others; C',.I::::.C. r.::r.:mtrr.:)l suby.x::t tr.:r TV ability)
Flat Panel Monitor / Smart HDTV 40-43" (I::illeclrical
SP31b
Ea
USDD
0
(::)utlel/1"rovi>sion By (:)thevs, C,.liii!.C,. control :sub,jecl:
FP-43
$ 1,377.57
$ 1,239.81
$
to "5/ ability)
SP3c
Ea
USDD
0
Flat Panel / TV Mount- Universal 23"-46" Tilt
FPM-U
$ 107.86
$ 97.07
$
SP4
Ea
USDD
0
G2 1/0 REMOTE Module w/ 8 In & 8 Out
IOR
$ 1,275.00
$ 1,147.50
$
SP5
Ea
USDD
0
Push Button, Standard (Black)
PB-B
$ 110.00
$ 99.00
$
SP6
Ea
USDD
0
Push Button, Emergency (Red)
PB-R
$ 110.00
$ 99.00
$
SP7
Ea
USDD
0
G2 MESSAGE REMOTE 2 Module (2017 Version
MR2
$ 1,275.00
$ 1,147.50
$
G2 MESSAGE SIGN (Digital LED) MINI
SP9a
Ea
USDD
0
GammaSign / 12" Active Screen Width / Turn Out
MS-G-M
$ 915.00
$ 823.50
$
Timing ONLY
SP91b
Ea
USDD
10
G2 MESSAGE SIGN (Digital LED) STANDARD
MS-G-S
$ 1,050.00
$ 945.00
$ 9,450.00
I
1
GammaSign / 24" Active Screen Width
PROPRIETARY and CONFIDENTIAL STATION 07 SYSTEM Page 2 of
DocuSign Envelope ID: B595502D-E834-4D28-AE6C-8DE940A2BC3F
SP9c
Ea
G2 MESSAGE SIGN (Digital LED) EXTENDED
1,575.00
USDD
0
GammaSign / 36" Active Screen Width
MS-G-E
$
$ 1,417.50
$
MS-G Adapter Plate, SINGLE. VESA too oins 1 MS-G
SP9d
Ea
USDD
Q
S or-E to any standard mount with VESA 100 ble patterns
MS-APS
$ 38.00
$ 34.20
$
(mount not included)
MS-G Adapter Plate, DOUBLE, VESA 100, oins 2 MS-
SP9e
Ea
USDD
3
G -S or-E to any standard mount with VESA 100 hole patterns
MS-AP-D
$ 49.00
$ 44.10
$ 132.30
(mount not included)
MS-G Hanger Kit. Hangs single or double (back-to-back)
SP9f
Ea
USDD
0
Message Signs (Gamma Version) from Ceiling. Includes both
MS-HK
$ 73.00
$ 65.70
$ -
suspended ceiling T-Bar Scissor Clips and Hard -Pan Flange
Mounts.
SP11
Ea
USDD
3
MS Mount - Articulating, Long reach
MS-MNT-ART-L
$ 287.00
$ 258.30
$ 774.90
SP12a
Ea
USDD
9
G2 ROOM REMOTE 2 Module / 2017 version 2
RR2
$ 2,025.00
$ 1,822.50
$ 16,402.50
SP12c
Ea
USDD
Q
RR2 Adapter Plate, for Retrofit in RR1 Wall Cavity
RR2-AP
$ 46.00
$ 41.40
$ -
RR2 Surface Mount Back Box, for SURFACE
SP12d
Ea
USDD
0
MOUNT (hard wall) installation. Three (3) 3/4"
RR2-BB
$ 175.00
$ 157.50
$ -
conduit knock -outs.
SP15
Ea
USDD
11
G2 SPEAKER - LED Illuminated - FLUSH Mount,
SPK-LED-FM
$ 325.00
$ 292.50
$ 3,217.50
0
SP16
Ea
USDD
0
G2 SPEAKER - LED Illuminated - SURFACE
SPK-LEDSM
$ 325.00
$ 292.50
$
Mount (Metal Box), 70v
-
G2 SPEAKER - OmniStrobe - Omnidirectiona
Alerting Speaker, optimized for high Voca
SP17a
Ea
USDD
0
Intelligibility in large open indoor areas and with High
SPK-OMS
$ 815.00
$ 733.50
$
Intensity LED Strobe Light Arrays - includes Cabl
Hanging Kit (typically requires MR2 fo
power/signal/control )
SPK-OMS/OmniStrobe Mounting Bracket / BEAM
SP17b
Ea
USDD
Q
FLANGE CLIP- for mounting directly onto an
SPK-OMS-BFC
$ 13.00
$ 11.70
$
exposed (1/8-14") I -Beam
SPK-OMS/OmniStrobe Mounting Bracket /DROP
SP17c
Ea
USDD
Q
CEILING BRACKET- for mounting directly to T-Bar
SPK-OMS-DCB
$ 48.00
$ 43.20
$
1 in Suspended Ceiling
SPK-OMS/OmniStrobe Mounting Bracket /
SP17d
Ea
USDD
Q
SURFACE MOUNT - for mounting directly to hard
SPK-OMS-SMB
$ 42.00
$ 37.80
$
ceiling
SP18a
Ea
Bogn
13
SPEAKER - STANDARD, FLUSH Mount, 70v
SPK-STD-FM
$ 85.00
$ 76.50
$ 994.50
SP18b
Ea
Bogn
0
SPEAKER - STANDARD, SURFACE Mount (Metal
SPK-STD-SM
$ 85.00
$ 76.50
$
Box), 70v
-
SP19
Ea
Bogn
6
SPEAKER - APP BAY/OUTDOOR - Weatherized,
SPK-W-SM
$ 310.00
$ 279.00
$ 1,674.00
Surface Mount, 70v
SP20
Ea
TIC
1
Transformer, 8ohm to 70V, External
XFMR
$ 53.00
$ 47.70
$ 47.70
SP21
Ea
USDD
0
G2 Strobe Light / Red LED
STIR
$ 550.00
$ 495.00
$ -
SP22
Ea
USDD
1 Q
Miscellaneous
MISC
$ -
$ -
$
STATION SYSTEM
SERVICES
Item
Unit
Mfr
Qty
Description
Part No.
US List Unit
QUOTE UNIT
QUOTE EXT
SS1
Ea
USDD
0
Station Installation - TBD- BY OTHERS
ST-INST
$
$
$
Station Remediation (Rerm..wal and ID spc:rsal r.:rf
SS2
Ea
USDD
0
l..eg ar.::y liii:quipement. IN(.:rt r.::urrently Assuined r.:rr
ST-INST
$
$
$
lnr.:Aid.td, nc:rr is any re. ated Rerne(..Jiation to II::'aint
Drywall, et(.:;.)
SS3
Ea
USDD
1
Station Configuration & Start -Up
STSU
$ 2,083.32
$ 1,874.99
$ 1,874.99
SS4
Ea
USDD
1
Station Project Management
ST-PM
$ 1,196.28
$ 1,076.65
$ 1,076.65
SS5
Ea
USDD
1
Station Engineering / Design Services
ST-ES
$ 694.58
$ 625.12
$ 625.12
SS6
Ea
USDD
1
Station Documentation
ST-DM
$ 55.10
$ 49.59
$ 49.59
Training - Configuration and Equipment.
FStation
Ea
USDD
0
On -Site @ Station. 4 Hours, 1 Visit. (for Technical
TRA-UT-O
$ 4,025.00
$ 3,622.50
$ -
I
Services Staff
PROPRIETARY and CONFIDENTIAL STATION 07 SYSTEM Page 3 of
DocuSign Envelope ID: B595502D-E834-4D28-AE6C-8DE940A2BC3F
SS710
Ea
USDD
0
Station Training - User/Technician / Remote
TRA-UT-R
$ 600.00
$ 540.00
$
Refresh (2 Hours /
Training - Installation Contractor - On -Site /
SS8a
Ea
USDD
0
USDD G2 Certification / 8 Hours / ("I"Iliilf.:) - ¢:rrily
TRA-IC-O
$ 5,325.00
$ 4,792.50
$
naaaar.Jed if required t¢:r Use nc:rri -certified contractor)
Training - Installation Contractor - At Arizon
SS8b
Ea
USDD
Q
Training Center / USDD G2 Certification / 4 Hours
.....
TRA-IC-AZ
$ 2,725.00
$ 2,452.50
$
(IIlill.) ¢:rrlly naararif required t¢:r awa nc:rrl-rartfar.
SS9
I Ea
I USDD
1 Q
Miscellaneous/TBD
MISC
i $
is
$
STATION SYSTEM
WARRANTY
& OPTIONAL RECURRING ANNUAL SUPPORT
Item
Unit
Mfr
Qty
Description
Part No.
US List Unit
QUOTE UNIT
QUOTE EXT
[STANDARD] 1st YEAR WARRANTY & SUPPOR
FOR THIS STATION SYSTEM (or component)
5621.€96d but No
Telephone / Remote Access Support (8 00 AM -
Charge For Initial
SW1
YR
USDD
�,Q
5:00 PM MST) R I:ASI 14lt.:)"1"I An adrtiiional El
RS-1YR-STD
$ 6,249.96
$ 5,624.96
rt /
VVarrairty Period
M 5
Inonihs (fov ioial of 18 Inonih /1 years) of initial
Nol Included in
tnrauaniy has been offered by USI::)I? for no
c
additional Y„C7st so all stiitiC)ils can be !ClstiillC:',ft and
.sUbtC7tiils>
enjoy s aine w avir aniy/E>Ut point. siad/stop dates)
[STANDARD] EACH ADDITIONAL YEAR (12-
Months) WARRANTY & SUPPORT FOR THIS
STATION SYSTEM (or Component): Telephone /
SW 2
YR
USDD
0.0
Remote Access Support (8:00 AM - 5:00 PM MST)
RS-AYR-STD
$ 6,249.96
$ 5,624.96
$
II:::' C:)UAIN1I"1"I"1"Y '0' "I"I III::::IVI 14K.) 6l[: DI"I"IC::)PJIAl...
SU!"I"()RI" IS ASSlfIAI::::I) OR 6AfI"If(.)I:RIdl::::D
E:'bl::::Y(:)NI::) 11411Al... W6lRRANII"Y Fll::::f
System: $ 66,125.95
Shipping: $ 1,647.00
Warranty & Support: $ -
Texas Cost -Recovery Fee $ 1,322.52
STATION SUBTOTAL: $ 69,095.47
Srnart Phone, Alertlritl App and Mappintl Se rvlc es only avaltaE; to nu3torner whlleuruier warranty or ele;cte:d recurring annual Support, Support
7 y. Scan le rnodrtled, €-car additional de�talls ple se rcevleuv c;urrcent US(:)[:) Warranty Staternemt and Servlcc Agreement. to chiaric e. if 3 str:;rn de ^I, .
PROPRIETARY and CONFIDENTIAL STATION 07 SYSTEM Page 4 of
DocuSign Envelope ID: B595502D-E834-4D28-AE6C-8DE940A2BC3F
14 - USDD cannot warrant nor support any owner -furbished (3rd-Party) system or component we are required to integrate with. USDD cannot warrant nor
support any system or component it has not proofed engineering for and has not specifically authorized for use within public safety environments.
15 - Any misuse, unauthorized modification, improper installation, excessive shock, attempted repair, accident, or improper or negligent use, storage,
transportation, or handling by any party other than USDD shall render this limited warranty null, void and of no further effect
PROPRIETARY and CONFIDENTIAL STATION 07 SYSTEM Page 5 of 8
DocuSign Envelope ID: B595502D-E834-4D28-AE6C-8DE940A2BC3F
US DIGITAL DESIGNS
1835 E. Sixth St. Suite #27
Tempe, Arizona 85281
877-551-8733 tel 480-290-7892 fax DATE:
Expires:
Quote SUBMITTED TO:
City of Denton, Texas
Denton Fire Department
NEEME-• •��
I D-rxol 5 v3 ISection Totals
SECTION TOTALS
[UNLESS OTHERWISE NOTED, ALL PRICES ARE $US]
STATION -LEVEL SUBTOTAL $ 69,095.47
Includes: STATION 07 SYSTEM: $ 69,095.47
STATION 07 WARRANTY & SUPPORT: $ -
Notes: lini.,itallatloin li.,i Inot Ai.,ii.,iuirned oir lincluded lby S
US Digital Designs System Total $ 69,095.47
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1/15/19
5/31/19
PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 6 of 8
DocuSign Envelope ID: B595502D-E834-4D28-AE6C-8DE940A2BC3F
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File 7011
DocuSign Envelope ID: B595502D-E834-4D28-AE6C-8DE940A2BC3F
Exhibit D
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 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.
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
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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 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. The Contractor hereby releases and holds the City harmless from and against any
liability or claim for damages of any kind or nature if the actual site or service conditions differ from
expected conditions.
The contractor 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: The
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Contractor, it's 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 the City harmless from and against all
claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the
breach of the Contractor's obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders,
or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the
Federal Water Pollution Control Act, as amended, (33 U.S.C. § 1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice
must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery 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, 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. third party claims, which are not covered by the insurance which the Contractor is
required to provide, are filed or reasonable evidence indicating probable filing of such claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City's agents, employees or contractors,
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which is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor's obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to cover actual
or damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all required
attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes,
the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic
transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties
to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The 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 DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the
Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing
Manager no later than the 15th calendar day after completion of all work under the contract. Final payment,
retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted
by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have been
previously asserted in writing and not yet settled, (2) arising from defective work appearing after final
inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any
warranty specified herein, (4) arising from 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.
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
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to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet
unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These
books, records, documents and other evidence shall be available, within ten (10) business days of written
request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees
to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City
similar access to those documents. All books and records will be made available within a 50 mile radius
of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an
overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit,
including any travel costs, must be borne by the Contractor which must be payable within five (5) business
days of receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall
constitute, 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.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall
comply with all requirements approved by the City. The Contractor shall not initially employ any
Subcontractor except as provided in 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
not later than ten (10) calendar days after receipt of payment from the City.
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19. WARRANTY -PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices
on orders by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any matter
relating to such fees with any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor,
or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by
others for like deliverables under similar terms of purchase.
20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims,
security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and
against all adverse title claims to the deliverables.
21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold
the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform
in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples
furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable
State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise
stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or
reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by
law; and any attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be 18 months from the date of
shipment of such deliverables from Contractor's warehouse. 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 City'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 endeavor to give the Contractor written notice of the breach of warranty
within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice
shall not 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, 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.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the
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Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand perform the services again in accordance with above
standard at no additional cost to the City. All costs incidental to such additional performance shall be borne
by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty
within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall
not 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. In such event, the Contractor shall pay to the City upon demand the increased
cost, if any, incurred by the City to procure such services from another source.
23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES: If, instead of
requiring immediate correction or removal and replacement of defective or non -conforming deliverables,
the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and
damages attributable to the City's evaluation of and determination to accept such defective or non-
conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such
amounts as are necessary to compensate the City for the diminished value of the defective or non-
conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the
City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question
the other 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 shall be liable for all costs incurred by the City as a result of the issuance of such
Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully,
timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate
assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy
laws of the United States or (d) makes a material misrepresentation in 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. 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
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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.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required
to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause
by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City
deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract,
the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in
the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an
adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree
on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49.
However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under this
Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil
commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable
control of such Party. In the event of default or delay in contract performance due to any of the foregoing
causes, then the time for completion of the services will be extended; provided, however, in such an event,
a conference will be held within three (3) business days to establish a mutually agreeable period of time
reasonably necessary to overcome the effect of such failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable costs and
expenses of litigation, mediation or other alternate dispute resolution mechanism, including
attorney and other professional fees for: (1) damage to or loss of the property of any person
(including, but not limited to the City, the Contractor, their respective agents, officers, employees
and subcontractors; the officers, agents, and employees of such subcontractors; and third parties);
and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of
income or wages to any person (including but not limited to the agents, officers and employees of
the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include
the sale of defective or non -conforming deliverables, negligence, willful misconduct or a breach of
any legally imposed strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY,
AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND
ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS
DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE
FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR
SUBCONTRACTORS, IN THE 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.
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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.
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.
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xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse
during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self -insured retentions, if
any, stated in policies. All deductibles or self -insured retentions shall be disclosed on the Certificate
of Insurance.
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.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by
the Contractor to the City shall become property of the City upon receipt. Any portions of such material
claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public
nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government
Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and
warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the
deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the
Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any
other intellectual property right of any kind of any third party; that no claims have been made by any person
or entity with respect to the ownership or operation of the deliverables and the Contractor does not know
of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and
hold the City harmless from and against all liability, damages, and costs (including court costs and
reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the
City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable,
license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or
(ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In
the event of any such claim, the City shall have the right to monitor such claim or at its option engage its
own separate counsel to act as co -counsel on the City's behalf Further, Contractor agrees that the City's
specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations
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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. INTELLECTIONAL PROPERTY. The City hereby agrees and acknowledges that US Digital
Designs, Inc. ("USDD") owns all rights, title, and interest in and to the Intellectual Property (as defined
below). The City agrees to not remove, obscure, or alter USDD's or any third party's copyright notice,
trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction
with or through USDD's Product (as defined below). Nothing herein shall be deemed to give, transfer, or
convey to the City any rights in the Intellectual Property other than the License, as set forth below.
A. LICENSE: At all times that the City is in compliance with the terms of this Contract and all other
agreements between the parties, the City shall have a non-exclusive, non -transferable, fully paid license to
use the Software, but only in conjunction with the Hardware provided by USDD and only in conjunction
with the City's fire station alerting system pursuant to the terms of this Contract..
B. DEFINITIONS: For purposes of this Section the following terms shall have the following definitions:
i. "Intellectual Property " means any and all rights of USDD related to USDD's Product existing from
time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and
any and all other proprietary rights, and any and all derivative works, work product, applications, renewals,
extensions and restorations thereof, now or hereafter in force and effect worldwide;
ii. "USDD's Product" means any and all Hardware and Software provided to the City by USDD under
this Contract or any other contract, purchase order, or arrangement;
iii. "Hardware" means a physically tangible electro -mechanical system or sub -system and associated
documentation but specifically excludes any televisions or monitors manufactured by a third party; and
iv. "Software" means software programs, including embedded software, firmware, executable code,
linkable object code, and source code, including any updates, modifications, revisions, copies,
documentation and design data that are licensed under this Contract.
39. OWNERSHIP AND USE OF DELIVERABLES: Except as provided in Section 38 above, Tthe City
shall own all rights, titles, and interests throughout the world in and to the deliverables.
40. 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.
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41. 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.
42. 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.
43. 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.
44. 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.
45. 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.
46. 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.
47. 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
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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.
48. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both
parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have
any force or effect to change the terms, covenants, and conditions of the Contract.
49. 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.
50. 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.
51. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the
State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A.,
Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the
substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the
courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of
such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or
ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein.
52. 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
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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.
53. 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.
54 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.
55. 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.
56, 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 RFQ.
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.
57. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this paragraph —
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the
place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any
applicable duty (whether or not a duty-free entry certificate is issued); or
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(2) For components manufactured by the Contractor, all costs associated with the manufacture of the
component, including transportation costs as described in paragraph (1) of this definition, plus allocable
overhead costs, but excluding profit. Cost of components does not include any costs associated with the
manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined, produced, or
manufactured in the United States exceeds 50 percent of the cost of all its components. Components of
foreign origin of the same class or kind as those that the agency determines are not mined, produced, or
manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are
treated as domestic. Scrap generated, collected, and prepared for processing in the United States is
considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public
use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for
supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but
will consider for approval foreign articles as domestic for this product if the articles are on a list approved
by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating
that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of
foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate".
58 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.
59. 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.
60 PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the
United States Department of Labor Davis -Bacon Wage Determination at
http://www.dol. ov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.Lov for
Denton County, Texas (WD-2509).
61. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or
supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must
comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the
Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the
offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with
all laws and regulations applicable to furnishing and performance of the Contract.
62. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on -site
compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue
Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible
for both federal and State unemployment insurance coverage and 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
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indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's
omission or breach of this Section.
63. 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.
64. 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.
65. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible
for performance under the Contract should it be prevented from performance by an act of war, order of
legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City
of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any
further performance or observance of the requirements so affected for as long as such circumstances prevail
and the Respondent continues to use commercially reasonable efforts to recommence performance or
observance whenever and to whatever extent possible without delay. The Respondent shall immediately
notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5)
calendar days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
66. 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.
67. 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.
68. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents,
statistical records, and any other records or books relating to the performances called for in the Contract.
The Respondent shall retain all such records for a period of four (4) years after the expiration of the
Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are
resolved, whichever period is longer. The Respondent shall grant access to all books, records and
documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental
entity that has authority to review records due to federal funds being spent under the Contract.
Should a conflict arise between 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
File 7011
DocuSign Envelope ID: B595502D-E834-4D28-AE6C-8DE940A2BC3F
2. City's standard terms and conditions
3. Purchase order
4. Supplier terms and conditions
File 7011
DocuSign Envelope ID: B595502D-E834-4D28-AE6C-8DE940A2BC3F
Exhibit E
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government
Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure
of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The
Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically
with the Commission.
Contractor will be required to furnish 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:
295.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 purchasin�L c�itofdgnton.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.
File 7011
DocuSign Envelope ID: B595502D-E834-4D28-AE6C-8DE940A2BC3F
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. US Digital Designs, Inc.
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.
NA
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?
F—x—]
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 F—x—] 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?
F—x—]
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
NA
4
❑x I have no Conflict of Interest to disclose.
5 DocuSigned by:
3/26/2019
�ovw7retia %�1a.,os�ti
doing business business with the governmental entity Date
Certificate Of Completion
Envelope Id: B595502DE8344D28AE6C8DE94OA2BC3F
Subject: Please DocuSign: City Council Contract 7011 Fire Station Alerting
Source Envelope:
Document Pages: 30 Signatures: 6
Certificate Pages: 6 Initials: 1
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
Record Tracking
Status: Original
3/26/2019 3:25:24 PM
Signer Events
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
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
Dominic Magnoni
dmagnoni@usdd.com
VP - General Manager
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 3/26/2019 4:12:36 PM
ID:e1d2e086-4201-4e18-88ce-bec7a1010704
Holder: Lori Hewell
lori.hewell@cityofdenton.com
Signature
Completed
Using IPAddress: 129.120.6.150
E
Signature Adoption: Pre -selected Style
Using IPAddress: 129.120.6.150
[D—Si,ned by:
7F9D328BF0204E5...
Signature Adoption: Pre -selected Style
Using IPAddress: 129.120.6.150
�ppDocuSignetl by: M
L/04W'Lw4G I'�A�fLOfL'L
179E45F91BD8445...
Signature Adoption: Pre -selected Style
Using IPAddress: 24.250.118.109
Doclut
S 9 C U a 9 0
Status: Completed
Envelope Originator:
Lori Hewell
901 B Texas Street
Denton, TX 76209
lori.hewell@cityofdenton.com
IP Address: 129.120.6.150
Location: DocuSign
Timestamp
Sent: 3/26/2019 3:36:24 PM
Viewed: 3/26/2019 3:36:44 PM
Signed: 3/26/2019 3:38:07 PM
Sent: 3/26/2019 3:38:10 PM
Viewed: 3/26/2019 3:38:23 PM
Signed: 3/26/2019 3:38:28 PM
Sent: 3/26/2019 3:38:29 PM
Viewed: 3/26/2019 4:06:19 PM
Signed: 3/26/2019 4:09:44 PM
Sent: 3/26/2019 4:09:48 PM
Viewed: 3/26/2019 4:12:36 PM
Signed: 3/26/2019 4:49:18 PM
Signer Events
Kenneth Hedges
kenneth.hedges@cityofdenton.com
Fire Chief
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 3/26/2019 4:52:16 PM
ID:9a593d81-22e6-4020-bb34-c64f9445b06e
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 11:02:14 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 10:49:26 AM
ID: ac5fdf5d-927f-45bd-b291-599aaa01 199c
In Person Signer Events
Editor Delivery Events
Agent Delivery Events
Intermediary Delivery Events
Certified Delivery Events
Carbon Copy Events
Tabitha Millsop
tabitha.millsop@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Signature
[D11uSi,n1d by:
8C476FC45B304C3...
Signature Adoption: Pre -selected Style
Using IPAddress: 129.120.6.150
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: 3/26/2019 4:49:22 PM
Viewed: 3/26/2019 4:52:16 PM
Signed: 3/26/2019 4:53:28 PM
Sent: 3/26/2019 4:53:31 PM
Viewed: 4/17/2019 8:29:41 AM
Signed: 4/17/2019 8:29:55 AM
Sent: 4/17/2019 8:29:59 AM
Viewed: 4/17/2019 10:09:40 AM
Signed: 4/17/2019 10:09:46 AM
Sent: 4/17/2019 10:09:49 AM
Viewed: 4/17/2019 10:49:26 AM
Signed: 4/17/2019 10:50:24 AM
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Sent: 3/26/2019 3:38:10 PM
Carbon Copy Events Status Timestamp
Sherri Thurman Sent: 3/26/2019 3:38:10 PM
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Christine Taylor Sent: 3/26/2019 3:38:30 PM
christine.Taylor@cityofdenton.com L__��I �ED Viewed: 3/26/2019 3:44:11 PM
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Maribeth Kascht Sent: 3/26/2019 4:09:48 PM
mkascht@usdd.com Viewed: 3/26/2019 4:38:38 PM
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 12/6/2018 10:59:21 AM
ID:6817622b-dd31-4b04-98d5-7b693061eeb5
Jane Richardson Sent: 4/17/2019 8:29:58 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
Jane Richardson Sent: 4/17/2019 10:50:28 AM
jane.richardson@cityofdenton.com Viewed: 4/23/2019 3:42:19 PM
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
4/17/2019 10:50:28 AM
Certified Delivered
Security Checked
4/17/2019 10:50:28 AM
Signing Complete
Security Checked
4/17/2019 10:50:28 AM
Completed
Security Checked
4/17/2019 10:50:28 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Dominic Magnoni, Kenneth Hedges, Todd Hileman, Rosa Rios, Maribeth Kascht
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.