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21-693
ORDINANCE NO. 2 1-693 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE NIUNICUPAL CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO EXECUTE A CONTRACT WITH STRONG DATA, INC., FOR THE PURCHASE OF SCALE HOUSE SOFTWARE FOR THE SOLID WASTE DEPARTMENT; PROVDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7447 – AWARDED TO STRONG DATA, INC., FOR THREE (3) YEARS, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT- TO-EXCEED AMOUNT OF $337,630.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for the purchase of scale house software for the Solid Waste Department; and WHEREAS, the City Manager, or a designated employee, has received, reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE couNcn OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, or services shown in the “Request Proposals” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 7447 Strong Data, Inc.$337,630.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the teItns, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, 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 their 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. Th, m,ti,„ t, UP„„, t+,b „di„,„„ w„ m,d, by 50hn kVt/\ ,nd seconded by -Ses3<! f;aa\$ . The ody thefollowing vote n- a] : Aye Nay Abstain Absent Mayor Gerard Hudspeth: Birdia Johnson, District 1 : Connie Baker, District 2: Jesse Davis, District 3 : John Ryan, District 4: Deb Armintor, At Large Place 5 : Paul Meltzer, At Large Place 6: \/P \/ \/ W \/7 a/W PASSED AND APPROVED this the acF day of Aef \ \_, 2021. GERARD HUDSPETH, MAYOR tIll IIIIIIFD ATTEST: ROSA RIOS, CITY SECRETARY +=n 1/72 b 24 APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY \Apu,tUB y : email=Marcella.Lunn@cityofdenton.com A11iLl\\fl :::i;;,e:i:(j::=lment'Qu=Lega1 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 Docusign City Council Transmittal Coversheet 7447 File Name scale House software PurchasingContact Crysta1 westbrook City Council Target Date Apr11 20’ 2021 Piggy Back Option Contract Expiration Ordinance RFP Not App11cab1 e Apr11 20, 2026 21-693 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND STRONG DATA, INC. (CONTRACT #7447) THIS CONTRACT is made and entered into this date 04/20/2021 , by and between Strong Data, Inc. a Canada corporation, whose address is 5900 Balcones Dr., STE 100, Austin. TX 78731, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and/or services in accordance with the City’s document RFP #7447–Scale House Software, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) (b) (C) (d) (e) (f) (g) (h) Special Terms and Conditions (Exhibit “A”); City of Denton’s RFP #7447 (Exhibit “B” on File at the Office of the Purchasing Agent); City of Denton Standard Terms and Conditions (Exhibit “C”); Insurance Requirements (Exhibit “D”); Certificate of Interested Parties Electronic Filing (Exhibit 'tE"); Contractor’s Proposal (Exhibit "Flt); Contractor’s Supply of “Manage” and “Enter” Software Licenses and Software Service Agreement (Exhibit “G”) Form CIQ – Conflict of Interest Questionnaire (Exhibit "Htt); 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 certiftes that Supplier’s signature provides written yetiDcation 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 at maintain the requirements under this provision will be considered a material breach. Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 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 certifres that Supplier’s signature provides written veripcation to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CITY OF DENTON, TEXAS AUTHORIZED SIGNATURE Printed Name: RockY strong Title. Genera1 Manager CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY709 571 9776 DocuSigned by: BY: IRa,ARi% IC5CA8C5E175493 PHONE NUMBER rocky@strongdata . ca APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY2021_xml ADDRESS TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. Br1 an Boerner PRINTED NAME Di rector of So1 id Waste TITLE Contract # 7447 So1 id Waste and Recyc1 ing DEPARTMENT DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $337,630. Pricing shall be per Exhibit F attached. 2. Contract Terms The contract term will be three (3) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/- 1 %, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 4. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: • Delivery beyond contracted lead times • Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 Exhibit C 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, 1 1, 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. Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall 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 Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 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 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 er seq) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §125 1 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 : Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 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 9 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, 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 Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 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 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 Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 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. 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 Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the 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 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 Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 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 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 Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 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 # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carTy 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’ CompensationInsurance 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 90 IB 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 Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: solicitation instrument. Specific Insurance requrrernents are contained in the 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. Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 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 under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: in order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: Contractor retains all ownership in any of its copyrights related to its Scale House Software and is licensing same to City pursuant to the terms and conditions stated herein; provided however, any equipment purchased by the City hereunder (the “Equipment”) will be owned by the City. The City shall own all rights, titles, and interests throughout the world in and to the Equipment.I 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B6-4ABE-ADIE-57709BE65109 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W.-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B . If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V. T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: 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 (observ If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debaned from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this 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. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of 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 Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate" . 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.doI.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAI,, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAI,, 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 indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 70 1 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 Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day . 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. 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. Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B6+ABE-ADIE-57709BE651 09 1. 2. 3. 4. 5. Final negotiated contract RFP/Bid documents City’s standard terms and conditions Purchase order Supplier terms and conditions Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. •Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following:• • Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. •That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability • Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 •Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. •Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X]A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. •Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 [X]Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non-owned autos. [X]Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer’s Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with 5406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). []Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor’s Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor’s operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate []Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. []Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 []Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. []Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. []Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger's Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage []Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. []Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 ATTACHMENT 1 []Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81 , TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person’s work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in 5406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. ’'Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services'’ does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.01 1 (44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended . E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage . I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1 provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011 (44) for all of its employees providing services on the project, for the duration of the project ; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J.By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers’ compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract # 7447 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 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. 2 3 4. 5 6. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf info form 1295.htm Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to pumhasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. Contract # 7447 Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 EXHIBIT F STRONG DATA AUTOMATION City of Denton, TX Revised Proposal for RFP-7447-Scale House Software For: Crystal Westbrook, Senior Buyer, City of Denton By: Rocky Strong, General Manager On: December 4, 2020 Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 Q9 STRONG DATA AUTOMATION T4#B#MeQlv#MS TABLE OF CONTENTS COVER LETTER COMPANY INFORMATION CORPORATE OVERVIEW PRODUCT HISTORY SOFTWARE FUNCTIONALITY CLOUD INSTALLATION CAPABILITIES OPERATIONAL PROCESS MANAGING CUSTOMER ACCOUNTS CUSTOM LOAD DATA TICKETS, PAYMENTS, AND RECEIPTS FINANCIAL ACCOUNTING FUNCTIONALITY ADDITIONAL VALUE-ADD FEATURES SERVICE LEVEL COMMITMENT AGREEMENT TERM AND PRODUCT SUPPORT PRODUCT WARRANTY / GUARANTEES SERVICE COVERAGE HARDWARE REQUIREMENTS SYSTEM REQUIREMENTS FOR BASIC FUNCTIONS REQUIREMENTS FOR FULLY AUTOMATED FUNCTIONS CAMERA REQUIREMENTS IMPLEMENTATION PLAN SOFTWARE THAT BENEFITS EVERYONE APPENDIX A: OFFER SHEET APPENDIX B: FEATURE ACCESS 1 2 4 4 4 5 10 11 12 13 14 14 14 14 16 16 16 17 17 18 20 24 P.O. Box 404, Gander, NL CANADA AIV IW8 1.709.571.9776 // 1.877.671_6226 info@strongdata.ca DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 STRONG DATA AUTOMATION WBBLHiTERR Dear Crystal, Thank you for taking the time to consider our proposal for the Strong Data Automation system. We are glad Denton has chosen to partner with Strong to address the city’s rapidly growing requirements and we look forward to implementing the final product. Please see be:ow for our revised proposal as per Denton’s request. Most of this proposal remains the same, with a few notable changes that are highlighted throughout the document: 8 e • e 8 + SECTiON 2A: Focus is placed on a cloud server arrangement only SECTiON 2H: “in-app security streaming” has been moved from the not quoted list to the quoted list of features SECTiON 3C: Service package section has been modified to focus on the Extended Support package rather than the Comprehensive Support package. SECTiON 4A: Denton server requirements have been removed as the scope has been changed to include a cloud server SECTION 4C: Camera requirements have changed as SDA will be replacing the current cameras. SECTION 5: The introduction formerly stated work could begin as soon as permission was granted. Due to other recently awarded bids from other customers, Strong now wii: be able to begin the dedicated implementation as soon as mid-February 2021. Some work may be able to be completed before then as SDA staff become avai:able. OFFER SHEET (APPENDiX A): All requested changes have been made.8 a SANDBOX ENVIRONMENT: Given Denton has chosen a cloud server arrangement, SDA is able to accommodate a sandbox environment for $100/month on the same server rather than $250/month as previously quoted. This is a month to month fee and not abie to be activated and deactivated. o THIRD PARTY CAMERA SOFTWARE: While Strong wiI: be inc:uding in-app streaming capabilities, third party camera software is required for video recording playback and exporting (i.e. if footage had to be given to police). On the original offer sheet, this is listed as “QVR Pro gold License (Video surveillance program)” under “Security system.” This product is still available for this price, however, we believe Axis Camera Station software would be a far better fit for Denton. This entails a one-bme price difference of an additional COMPLETED BiD DOCUMENTS (APPENDIX C): Removed due to redundancy. $272 • P.O. Box 404, Gander, NL CANADA AIV IVV8 1.709.571.9776 // 1.877,571.6226 info@strongdata.ca 2 DocuSign 3 Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 STRONG DATA AUTOMATION As a:ways, please reach out should you have additional questions or concerns. Sincerely Rocky Strong Genera} Manager, Strong Data Automation rocky@strongdata.ca P: 1 709 571 9776 P.O. Box 404, Gander, NL CANADA A:IV :L\V8 1.709.571,9776 // 3.877.671.6225 info@strongdata.ca Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 STRONG DATA AUTOMATION I' COMPAN3; HI#aBIH+IBW\TION A. CORPORATE OVERVIEW We develop, install, and support systems that automate the capture and How of every element of operations data, especially in industries where materials coming in and out of control points need to be measured and tracked, so companies can run smoothly and make well-informed decisions about their business. 15 years ago we started with Enter , linking together weigh scales, cameras, lasers, RFID, and more, to effectively collect accurate information at manned or unmanned points of entrance. This grew into Strong Data Automation, a suite of software containing accounting, human resources, asset management, security, and much more. An entry system is more than just gathering the data from a weigh scale. Being a company that has a broad background in software gives us greater insight into putting that data to good use and ensuring it is easily accessible for ali employees, everywhere. We aren't just focused on one part of the system, like the scale. We strive to see the whole picture. p.- PRODUCT HISTORY The Strong Data ecosystem originated as Strong Engineering which was an automated measuring and invoicing system targeted at the pulp and paper industry, mainly in the 1990s. At the peak of the forestry industry Strong Engineering served Weyerhaeuser, Abidbi, Boise Cascade, and Kruger. Similar to the waste industry, the pulp and paper industry depended heavily on trucks transporting commodities in and out of checkpoints. Conversely, the Strong Engineering system was based on a camera-based counting system rather than weight. This was a successful system but, given the constraints of a shrinking pulp and paper industry Strong Engineering pivoted to the waste industry The next iteration of the software was an enterprise resource platform (ERP), first installed at Corner Brook Pulp and Paper (Kruger) in 2005. The system was later designed around the desire of CNWM to have one attendant per transfer station. This resulted in several different products (Enter , Manage , Connect , and Secure) that worked together to provide a holistic ERP system for an organization in the waste industry. Instrument integration and automation was a key component of the system, including weigh scales for the waste industry The first multi site waste system was installed for CNWM in 2011. The main features below were implemented at that time and discussed in the proposal: • ENTER o Scale management software o Load view P.O. Box 404, Gander, NL CANADA AIV IW8 1.709.571.9776 // 1.877.672.6226 Info@strongdata.ca 4 Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 STRONG DATA AUTOMATION o Scale Photos o Manual Load o Load View (verification, photos, and surcharges added in 2 years ago) o Load Slip Edit e MANAGE o Customer Management o Invoicing o Accounting o Custorner Portal o Payment system integration We are excited about the advent of a POS feature added earlier this year to accommodate new customers who rely on traditional payment methods. Today, Strong Data Automation (SDA) continues to re$ne the system based on the input of its customers and industry denlands. 2. SOFTWARE FUNCTIONALITY ALdEbOyRB++T4hb6WON At Denton’s request, the Strong Data system wii i insta!} and manage the software using USA-based Azure servers. This server management service includes the provision of a Disaster Recovery Plan. Most system functionality is provided through web browsers. However, there are some instances, such as scale weight indicator integration, where local installation on a nearby device is necessary regardless of the server arrangement. Although the system accesses data through an internet connection, there is tolerance for connection interruptions to keep operations running smoothiy For a quick, general overview of the Strong Data system, please follow this youtube link to view our dernonstraUon video: https://youtu.be/jcly3mm 82 4 ‘ P,a+R6Rl+F#$ • Able to integrate with Harris Northstar, J D Edwards, and ingenico POS (currently integrated with other similar major platforms). • MulUsite functionally is a rudimentary component of the Strong Data system. P.O, Box 404, Gander, NL CANADA AIV IW8 1.709.571.9776 // 1.877.671,6225 info@strongdata.ca 5 Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 STRONG DATA AUTOMATION All data is stored on a central database and is accessible to all userse in the way they need it: o Scale attendant - Main system o Inside attendant - Load View o Finance - Billing invoicing modules o Customers - Portals Load View o All loads from all stations can be reviewed from any connected device. o Active loads which have not scaled out can be edited • Change log is kept with user name for auditing purposes. o Photos and surcharges can be added from a mobile device inside site after the load enters over the scale User permissions configuration allows an Administrator to give each user access to only what they need, increasing security and making the user’s experience more efficient. Intuitive user interface, permission controls, and automated system logic facilitates quick and easy training of full bme and part time staff. An unlimited number of concurrent administrators and users are included in the • e 8 e offer • e Strong’s RFID system works within the frequency range indicated in Denton’s “Background Information” document and integration to detect the tags is possible. Strong Data’s Enter software allows drivers to select their vehicle via the options screen, or the system to automatically link the vehicle and container via RFID cards. Combining this with tare weight support (currently available in another version of SDA*s Enter software) will allow tare weight loads to be processed accurately though the autonomous lane. Tare weight support is included in the quoted offer (see Appendix A: Offer Sheet). o Drivers will be notified of upcoming tare weight expiration and instructed to drive though the outbound scale. Strong’s powerful customer management system will allow both residential and commercial drivers to use the automated lanes if Denton wishes to automate all 3 scaled lanes (one automated lane is included in the current quoted offer). a This facilitates maximum throughput as all account customers can choose which scale to enter over. Users without tare weights simply scan out on the outbound scale to finish their load o Any customer without an account can still enter through the manual lane and speak with an attendant. e 6,oeHl+lIQtjJP#BMss SCALE OPERATION PROCESS (WITH SCALE ATTENDANT): Scaling in: P.O. Box 404, Gander, NL CANADA AIV IW8 1.709.571.9776 // 1,877.671.6226 info@strongdata.ca Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 STRONG DATA AUTOMATION 1. Customer drives onto the scale and informs the attendant of the card number or name. System turns traffic light red and/or doses gate 2. 3. System checks if the card number is valid, expired , or inactive. If active, the systeai displays waste types available to the contract associated with the card number a. if multiple contracts exist then the attendant would select the correct one dictated by the custorner. Attendant assesses the waste type and chooses the option. ( System gate if required and changes traffic light to green) Customer proceeds into the sae where other staff wah mobile devices can also verify the waste being tipped. a. Waste type can be changed at this point. b. Photos and surcharges can be added. 4 5. can open Scaling out: 6. Attendant identifies customer for weigh-out and final price calculation by system This amount is applied to the customer’s account or paid directly onsite. 7. System emails the receipt and a paper one can be printed. FULLY AUTOMATED SETUP (WITHOUT SCALE ATTENDANT) P.O. Box 404, Gander, NL CANADA AIV IW8 1.709.571.9776 // 1.877.671.6226 info@strcngdata.ca Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 STRONG DATA AUTOMATION In addition to our manual and unscaied software (operated by a scale attendant) Strong Data Automation’s system has the ability to fully automate the weighing process requirIng no physical interaction with the kiosk. This means no driver needs to exit the vehicle and the same kiosk works for any vehicle height, There is also no need for an employee to tend the scale. Both residential and commercial customers can check themselves in while Dentons employees are inside the site where they can assist and educate customers. Not all sites have to be fully automated. The SDA system is able to manage a mix of automated, manual, and un-scaled toads from all sites. UNSCALED LOAD PROCESSING: • Loads are created through the manual load interface (on any connected device). • AII loads created can be seen in the customer portal and load view • An internet connection is required. That can be via mobile, or satellite. Periodic disconnections are tolerated. + This feature can also be used for the retail sale of standardized recovered materials. UNSCALED LOAD PROCESS: P.O. Box 404, Gander, NL CANADA AIV IW8 1.709.571.9776 // 1.877.672.6226 info@strong ciata.ca Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 STRONG DATA AUTOMATION 1. Customer informs the attendant of the card number or name. System checks if the card number/ account is valid, expired, or in active It then displays waste types available to the contract tied to the account. a. If multiple contracts then the attendant would select the correct one dictated by the customer first and then the waste type. The volume size is then selected The final price is subtracted from the accounts balance for customers using the top up system and applied to the account for commercial haulers. A receipt with digital signature is automatically emailed and a printed one can be produced upon request. 2. 3 4 5 6. ACCOUNTING / REPORTS; + The tonnage of waste moved by contractors between Denton sites can be reported on to validate contractor invoices • Customizable data reports and dashboards o 45 reports are currently available u Additional custom reports and dashboard widgets can be added for Denton o All reports can be exported to Excel 9 The customer portal will cut down on the administrative burden generated from customers requesting specific information. P,IMH6H#&BV6ReMRBdUtRPy NTS GENERAL ACCOUNT CAPABILITIES: Each account includes the ability to add the following profile information: • Name • Address • Email • Unlimited Contracts • • User defined fields Add free-text notes. CUSTOMER PORTAL: Both residential and commercial account customers can log into their own online portal to view their activity and contribute funds: • Residential o Card balance o Add money P.O. Box 404, Gander, NL CANADA AIV IW8 1.709,571.9776 // 1.877'671.6226 info@$trongdata.ca DocuSign li Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 STRONG DATA AUTOMATION o View load activity • Commercial a Invoices o Pay Invoices o Load details from all sites •Hauler o All customers have a Hauler account created for them with at least one contract assigned to them. In most cases, their own. o Hauiers can also be assigned other contracts. This allows ha:uers to work for a Denton customer while the customer pays Denton directly, avoiding extra administrative burden ACCOUNT-CUSTOMER RELATIONSHIP: The account system is based on the specific needs of customers. Each customer is assigned one or more contracts with specific waste types and prices assigned to each contract. These contracts and waste types can also be site specific, allowing for easy management of exceptions. ACCOUNT ENTRY PROCESS: Accounts can be created using the Quick Setup feature for residential customers in a couple clicks. Accounts can also be added in bulk via spreadsheet by Strong Data. Account customers billed on interval can also be setup using the Quick Setup or as follows: • The customer is created in the system, + Contract is created for the customer • Add one or more contracts with specific waste types to the customer. • Assign a contract to a specific Hauler if needed. • Assign a card number to the customer. P=aH$BRUdaP©\TATA RATE CHANGES: e Rates can be set per waste type. • Rates can be adjusted individually per contract if desired. • Product type can also be adjusted by an attendant or administrator inside the site after the customer has entered. This is permission based ability, customizable by Denton management and changes are tracked. • All aspects of finished loads can be adjusted retroactively. WEIGHT OVERRiDE: Scale input can be overridden by staff by retroactively entering the weight. P.O. Box 404, Gander, NL CANADA AIV IW8 1.709.571.9776 // 1.877.671.6226 info@$trongdata.ca 10 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 STRONG DATA AUTOMATION AUTO-ZERO FUNCTIONS: The Strong Data system auto zeros between every load and may also be zeroed by the attendant. CATEGORiZATION: Loads are categorized by commercia! and residential as well as the waste type indicated by the attendant or selection by the customer. Types of loads are fully customizable to Denton’s requirements. In addition, the waste origin is also captured though the address linked to the account MULTiPLE RATES PER LOADfrICKET: • Loads can contain one waste type that is measured by “Weight” and multiple fees types that are measured by “Each”. LOAD TYPE VERIFiCATiON: Waste types can be verified by staff located anywhere on the site. For example, an attendant in the yard can see the waste being thrown from a vehicle. Then identify K it is correct or needs to be changed. The verification is tracked allowing a key performance indicator to be set on the number of toads verified. • Waste type can be changed from anywhere (scale house, inside the site, or remotely) + Surcharges can be applied along with photos and comment for each load. e Reports can be produced to display waste type totals for all customers in a given period F,TRI%WARAYWyIRr#We8Ff8lPT$ TICKET TEMPLATES: Ticket templates are customized at installation. Template changes are included with the Extended and Comprehensive service agreements (see Appendix A: Offer Sheet). CUSTOMER IDENTIFICATION: eustorners have the ability to have a unique account profile or be processed as a one-time customer LOAD IDENTIFiCATION: The type of load is selected by the attendant for manuai systems and by the customer for autornated systems. These selections can then be verified from inside the site and adjusted a necessary. Some additional notes: e Strong’s Load View feature allows attendants to verify all aspects of the load: o Customer a Waste type a Weight o Photo P.O. Box 404, Gander, NL CANADA AIV IVV8 1.709, 571.9776 // 1.877.571.6226 info@strongdata.ca 11 DocuSign U Envelope ID: IABFAIA2-76B6-4ABE-ADIE-57709BE65109 STRONG DATA AUTOMATION • Detai is can also be added to a ioad, such as: o Add surcharges o photos from mobile device o Comments TICKET GENERATION PROCESS: Virtual tickets are emailed automaYcaily by the system as vehicles complete the load on the scale. Tickets can also be printed at the lane.HanRUn FEE COLLECTION ABiLITIES: • Residential fees are prepaid via the online portal, in person at the site, over the phone, or at a designated Denton location. + Customers without an account can be processed using a guest account and payments are received on site. • Commercial invoices can be batched and sent periodically. These invoices can then be paid online through the customer’s online portal. Account balances can be fully integrated with Denton's current accounting platform. RECEIPT PRINTING: Physical receipts can be printed to a mobile or conventional printer as an option. Most customers tend to have a receipt emailed to them or simply view their load history on their portal. UHHinHnnl e #MIAHRLAI,MOnHNaINgIEHB9119WALlw FUNCTIONALiTY AND CAPABiLITIES OFFERED: Fuii accounting software integration Customer portals Custom reports Clearing accounts Residential account baiance over a specified amount the card number can be deactivated Residential Accounts o Funds are added to the account by the customer themselves or through locations specified by Denton. o When A load is created several things are checked by the system: A GL entry is done for the AR account of the customer and the revenue account for that waste type. if the customer account is overdrawn by a certain user defined amount sends an email to the customer, A printed receipt is also available. o Residential POS Payment: Once the load is completed the invoice is paid for through the terminal. Commercial Accounts • • it will send an email to Denton o Upon comp:eUon of the load the system automatically credits the account and + e • + • e 8 P.O. Box 404, Gander, NL CANADA AIV IW8 1.709.571.9776 // 1.877.572.6226 info@5trcngdata.ca 12 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 STRONG DATA AUTOMATION o Billing made on a specified cycle (ex. Monthly) o Select the date range to bill for, Select each customer who has outstanding loads. Verify and create the invoice • Invoices can also be batch processed for all customers at one bme. C 0 AVAILABLE OUTPUT FORMATS: PDF, Excel, or CSV DOCUMENT REPRINT: Invoices, :oad slips, and receipts can be reprinted by Denton staff at any time. In addition, commercial customers are able to reprint invoices via their online portal (no stag time required). BiLLING EXPORT PROCESS: invoices are printed or emaiied in PDF format to commercial custorners ABiLiTY TO CREATE/MODiFY INVOiCE TEMPLATES: invoice templates are customized at installation and unlimited modKicaUons are available throughout the service contract. HMbRItIQ81AIAY8bKB#PRP6AIgRES The following features / products are available but not discussed in detail in other parts of this proposal. Please specify if you would like them to be demonstrated in the forthcoming presentation: e VALUE ADD FEATURES ( iNCLUDED IN CORE PRODUCT) o in-system chat function a Vacation scheduling software a Personal competency tracker o Secure remote support program (“Beyond Trust” https://www.!)eyondtrust,com/) e OPTIONAL EXTRAS (QUOTED) o Axis security camera system with (Inap recording and viewing software. All cameras can link with scale software. o Additional fully automated lanes: RFID cards and daylight readable LCD kiosks allow loads to be processed without the need for Denton staff to tend the scale. o Cloud server setup and support o Sandbox software license and server o in-app Security Camera streaming (works with axis cameras) • OPTIONAL EXTRAS (NOT QUOTED) o Full ERP / accounting platform P.O. Box 404, Gander, NL CANADA AIV IW8 1.709.571.9776 // 1_877.671.$225 info@ strong<iata.ca 13 DocuSign ENT Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 STRONG DATA AUTOMATION • Payroll management tied to bank Lone worker software featuring push to talk through a mobile device Site visitor check in/out software Preventative maintenance tracker Project and Work Order system Custom E-Forms for health and safety, and inspections O a 0 0 0 9.#HVI06EdWH A,dUIRgH##FFETBIWl$PRJIRflPqgT AIIPORT SDA’s license and service is bundled as shown on the offer sheet attached. Pricing is broken down per system adopted, per lane, per month. Also, SDA does not associate any cost with the number of employees so the number of concurrent users is unlimited.. This includes any Denton employee or contractor, such as administrators viewing live data or employees inside the landfill site verifying the contents of each load using SDA’s Load V/ew feature. P.MBBVP$/RH8R#PTXUmABAIBEES SOFTWARE : Since Strong Data’s license and service are always bundled as a single package, Denton will have the support of Strong Data Automation as long as they choose. When an organization adopts the Strong Data system, they are not purchasing a static piece of software, they are investing in a continually advancing system that offers seamless updates and features as so©n as they become available, at no additiona! cost. Our goal is not only to keep up with industry trends, but to drive those industry changes and always be on the cutting edge. in turn, Denton will always have the best software available By constantiy testing our products with the latest technology, we are also able to accommodate changes in Denton’s infrastructure with regards to sites, equipment, processes, and more HARDWARE: Each hardware component comes with its own manufacturer warranty (1 year minimum). 6,H#)8PemBBGE STANDARD SERVICE PACKAGE: P.O. Box 404, Gander, NL CANADA AIV IW8 1.709.571.9776 // 1.877'S71.$226 info@strongciata.ca 14 Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 STRONG DATA AUTOMATION Strong Data’s Standard Service Package includes the following commitments: • • • + • Unlimited support Weekdays 8am-5pm NST (5:3C)am - 2:3C)pm CT) All Denton personnel who have a user account are able to call Strong Data directly for any question or issue arising with the system. Average service ticket resolution time is 24 hours, where time spent waiting for a response from Denton is not included. Support in determining specs when purchasing new equipment relating to Strong Data’s system. Strong Data uses BeyondTrust (formally BomGar) for remote access and support. EXTENDED SUPPORT PACKAGE: At Dention’s request, the Extended Service Package has been added to the Offer sheet in Appendix A. This package includes: - Unlimited support during Denton operating hours (Mon-Sat, 7am-7pm CT) - Autornated software and equipment status monitoring (SDA will alert Denton if an issue is detected) STANDARD PROCESS FOR PRODUCT SUPPORT: • Contact by email or phone within the service window (according to the selected package above). For calls made outside these hours, a response will be given the next covered day. • Support tickets are produced and handled via Jira Service Desk (third party application provided by Atlassian). RESPONSE TiME MATRIX: With reference to the table located in Denton’s “Background Information” document, we are committing to the following call-back times when those calls are made within the selected service window (as described in the extended support package above): CRITICAL erlslve impact at main site, or impact at multipie sites) HIGH (High Impact 50% or more at single site) MEDIUM (Moderate impact - less than 50% - at single site or single department LOW (impact limited to a single user) CRITICAL uslrless Stoppage) P1 –> 1 Hour P1 –> 1 Hour P2–> 4 Hours P2–> 4 Hours P.O. Box 404, Gander, NL CANADA AIV IW8 1.709.571.9776 // 1.877' 671.6226 info@strongdata,ca 15 Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 STRONG DATA AUTOMATION 4. HARDWARE REQUIREMENTS ITS AN%+IHHdHHBneMWMBB44M+HBTIONS Denton’s current infrastructure is sufficient to accommodate the Strong Data System. Minimum requirements are as follows: Scale House Computers • OS: Windows 7, Windows 8, Windows 8.1 • Browser: Chrome, Firefox • CPU: 2 GHz or faster • Memory: 2 GB RAM or greater • Storage: 40 GB or greater Windows 10 or later Attendant Devices • OS: Android 5.0+, iOS 12 or later Customer mobile device • OS: Android 5.0+. iOS 12 or later P,MMMBHHeREqBLEWdat6MIMHBaByHSTIONS P.O. Box 404, Gander, NL CANADA AIV IW8 1.709.571.9776 // 1.877.671.6226 info@$trongdata.ca 16 Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 STRONG DATA AUTOMATION Strong Data Automation’s proprietary automated equipment consists of a climate controlled kiosk featuring a 32” Daytime monitor, RFiD reader, and other essential electronic components. The cost for this kiosk is listed in our offer below 6,dAIBMRR&#WgUWHHHTS At Denton’s request, Strong will replace the current cameras with Axis cameras as described in the Offer Sheet in Appendix A. Also, Strong has included the license for Secure , Strong’s software that allows cameras to be streamed within the app and viewed from anywhere in the world In addition, a third party app, Axis Camera Station is required for local recording, storage, and exporting of footage. This will need to run on one of Denton’s computers and should never be turned off. Recommended hardware requirements frorn Axis are as follows: Security System Computer Client for Recording: e Operating System*: Windows 10 Pro 64-bR • CPU: intel<8 Core i:3, such as Intel<D Core i3-7101TE • RAM: 8GB, DDFR4-2400 MHz • Graphic card: Intel® HD Graphics 630 • Network: 1 Gbps 5. IMPLEMENTATION PLAN Our implementation plan consists of three(3) phases that begin as soon as mid-Februar y 2021. Duration periods are best estimates and may vary based on final options chosen. A remote-only implementation plan can be provided upon request. PHASE 1 - IMPLEMENTATION CONSULTING AND SOFTWARE SETUP (DURATiON: 6 WEEKS) Phase 1 involves customizing Strong Data’s system to the specific requirements of Denton and initial setup. These objectives include but are not limited to: + Equipment ordering and or support for Denton equipment ordering (if necessary) • Programing of Harris Northstar and Ingenico integrations • Report customization • Invoice and receipt setup P.O, Box 404, Gander, NL CANADA AIV l\V8 1.709,571.9776 // 1.877.671.6226 info@strongdata,ca 17 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 STRONG DATA AUTOMATION • Server setup and installation • Implementation consulting • Data migration + Miscellaneous Software Configuration PHASE 2 - ONSITE INSTALLATION, TRAINING, AND GO-LIVE (DURATION: 2 WEEKS) Phase two includes the physical implementation of the hardware and software. Specific objectives include but are not limited to: 8 e • Hardware installation and setup of any purchased hardware, and/or support with setup of Denton hardware if required. Software Installation on local machines (can also be done in phase one if remote access is allowed) Initial testing prior to training • o Super user training o Finance training o Group sessions for she workers Employee training PHASE 3 - POST GO-LIVE REMOTE SUPPORT (DURATION: 2 WEEKS) To fully support Denton staff, a SDA technician will check in with Denton every day for a period of two weeks to stay closely connected for the inibat go-live period. SDA staff will be available as per the service agreement thereafter. 6,jU}+WHAB#ITAWEREHBf ITS =n•gIla =nu Jlrdnb n l• EVE&WE ACCESSIBILiTY: Residential Customers are able add money to their account via their online portal, by visiting a Denton specified location, or by phone if Denton desires; loads can still be paid onsite using all traditional payment methods. Commercial clients can see and pay their invoice through their portal as well as traditional methods. P.O. Box 404, Gander, NL CANADA AIV IW8 1.709.571.9776 // 1.877.671.6226 info@strong<iata.ca 18 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 STRONG DATA AUTOMATION The Strong Data system is more accessible for staff as well. The intuitive interface and integrated logic makes training a breeze, It’s even possible for an inexperienced worker to be trained to cover a single shift. Furthermore, many features are accessible through any connected device meaning workers can work from anywhere in the yard and it’s not necessary to spend thousands of dollars on specialized equipment. TRANSPARENCY: Beyond paper receipts, all accounts with emails get an invoice. Most importantly, customers can view their history through their ontine portal. They can see invoices, payments, load data, and verifications such as photos or comments attached to their load, be it related to a surcharge or from the scale. EFFICIENCY: Strong Data’s intuitive ticketing interface helps attendants process account customers quickly, regardless of the attendant’s level of experience. Also, the selections available to the attendant are based on the customers’ account so there is no need to memorize the fee structure as the system only displays what is available based on the current custorner. SECURITY MANAGEMENT: • Credential Securibr: All users have a unique login ID and password. Each user can be assigned permissions based on their role by system administrators. e Data Auditing : o SQL triggers are used for any change relating to customer, contract, or employee data. The date, previous value, user, and the computer from which the change was made are logged. o Each General Ledger, and Accounts Receivable, entry is tagged with the date and user, o Any load that is modified or deleted must give a reason and is logged with the user and date o Any active load that is modified before scaling will have the original weight, waste type, date, and user saved. • Fraud Security: o Denton employees, including site attendants, are able to see all the loads that are entered from any site from any connected device. a Verification of loads done by attendants can be tracked. P.O. Box 404, Gander, NL CANADA AIV IW8 1.709.571.9776 // 1.877.572'6226 info@strongdata.ca 19 Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 STRONG DATA AUTOMATION o Comments or add pictures (picture feature applies to scaled sites only) can be added to active loads. o All load detaiis can be viewed through the online customer portal. 7Jd+HHNX:JbFeEWtlgHFET Price / UOM Qty Ext Price Unit Item Description SOFTWARE COST PARTIAL MANAGE SOFTWARE 350.00 WITH 1 350.00 Includes: Enter Management Features, Accounts Receivable, General Ledger, Administration, Online Customer Portal Unlimited email and call support Continuous updates. Never left in an old version. + Extended Service package - Manage 50.00 R/ITH 1 50.00 900.00MANAGED CLOUD SERVER - 3-YEAR TERM - Server hosted in US on Microsoft Azure - Minimum monthly Windows update checks and monitoring of Windows correspondence with immediate action on security patches - Automated monitoring of Strong Data Server Software. - Strong Data Server Software updates as released. - 2 Years of photo storage. - Unlimited transaction data storage. - Server Snapshot BU 900.00 MTH 1 SANDBOX SOFTWARE LICENSE - Training environment separate from live database, hosted on the same server - Demo new updates prior to updating production server - Update data with Denton's live data upon request, to a maximum of 6x per year. Note: Local computer required for "Enter" scale software; service cannot be activated/deactivated on a month-to month basis 100.00 MTH 1 100.00 150.00 LANE 1 (NORTH ENTER SCALE NEAR SCALE HOUSE) Employee-Operated Software License & Service Contract 150.00 MTH 1 P.C), Box 404, Gander, NL CANADA AIV IW8 1.709.571.9776 // 1.877.671.6226 info@strongdata,ca 20 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 STRONG DATA AUTOMATION } Extended Service package - Enter 50.00 MTH 1 50.00 LANE 1 (SOUTH ENTER SCALE NEAR SCALE HOUSE) Fully Automated Software License & Service Contract + Extended Service package - Enter 250.00 MTH 1 50.00 MTH 1 250.00 50.00 LANE 3 (NORTH EXIT LANE NEAR SCALE HOUSE) Employee-Operated Software License & Service Contract I Extended Service package - Enter LANE 4 (UNSCALED SALE OF RETAIL RECOVERED MATERIALS) Employee-Operated Sof£ware License & Service Contract + Extended Service package - Enter SECURE SOFTWARE LICENSE ($10 per camera per month) - in app camera streaming - in app footage review + Extended Service package - Secure SECURITY CAMERA SYSTEM SUPPORT 150.00 MTH 1 50.00 MTH 1 150.00 50.00 150.OOMTH 1 50.OOMTH 1 90.OOMTH 1 150.00 50.00 90.00 50.OOMTH 1 250.OOIUTH 1 50.00 250.00 TOTAL RECURRING COSTS PER MONTH 2.690.00 32,280.00TOTAL ANNUAL SOFTWARE COST IMPLEMENTATION LABOUR IMPLEMENTATION, CONSULTING, AND SOFTWARE SETUP (PHASE 1 ) Implementation consulting and project management. Integration with North Star and the new routing software. Software configuration and modification. (Cash Drawer can be completed here) Integration with Denton's new inventory management software. Integration with Denton's new customer work order and dispatching software. Integration with Check Reader with half price discount. 150.00 HR 150.00 HR 30 50 4,500.00 7,500.00 150.00 HR 150.00 HR 50 25 7,500.00 3,750.00 150.00 HR 75.00 HR 25 25 3,750.00 1 ,875.00 P,O, Box 404, Gander, NL CANADA A:IV IW8 1.709.571.9776 // 1.877,671.5225 info@strongdata.ca 21 Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 STRONG DATA AUTOMATION Integration of Check Reader to bank with half price discount.75.00 HR 25 1 ,875.00 30.750.00SUBTOTAL TRAINING I INSTALLATION (PHASE 2) Onsite Installation of Software and Hardware (INCLUDES $350 PER DIEM*) - Final install and testing of software - Automated Terminal Install Onsite Training (INCLUDES $350 PER DIEM*) - Super user, finance, and attendant training. Go-Live (INCLUDES $350 PER DIEM*) 1,350.00 )AY 4 6 5 5,400.00 1,350.00 DAY 8,100.00 1,350.00 DAY 6,750.00 *Per diem covers lodging, meals, and car rentals etc. Mobilization/Demobilization PER PERSON - includes travel, preparation, tool shipment.2,700.00 EA 2 5,400.00 25.650.00SUBTOTAL - HARDWARE & INSTALLATION POST GO-LIVE REMOTE SUPPORT (PHASE 3) Regular check-in from technical support for 2 weeks (included)2.00 WK 0 0.00 56,400.00TOTAL IMPLEMENTATION FOR ALL APPLICABLE SITES EQUIPMENT Enter Touchless Automated Scale Terminal (per side)15,000.00 EA 2 30,000,00 P.O. Box 404, Gander, NL CANADA AIV l\V8 1.709.571.9776 // 1.877.671.6226 info@strongdata.ca 22 Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 STRONG DATA AUTOMATION - Computer - RFID Reader - Daylight readable monitors - Zebra KR403 Receipt printer - Climate controlled stands - Shipping - Discount available upon site survey - Compatible with upcoming Scale App - Second stand cost may be reduced upon site evaluation Security Camera System Axis Q1798-LE (10MP Camera for load pictures and licenses plates) 1 ,700.00 609.00 182.00 EA EA EA 6 3 1 1 1 2 20 4 10,200.00 1 ,827.00 182.00 260.00 792.00 656.00 3,000.00 5,400.00 22,317.00 Axis M4206-V (Camera for weight indicator) 16 Port TP Link POE Switch TL-SG1016PE Qnap TS231K Network Storage Device Axis Camera Station license for 9 cameras 8 TB Surveillance hard drives Planning meeting and Project Management (done remotely) Installation 260.00 EA 792.00 EA 328.00 EA 150.00 HR 1,350.00 DAY Security Camera System Total: Denton branded RFID cards RFID Cards INCLUDED RFID Cards 2500 - 9999 0.00 EA 500 1.50 EA 0 1001.25 EA 00 0.00 0.00 12,500.00RFID Cards 10,000+ Equipment RFID Tags (i.e. bin tags)10.00 EA 200 2,000.00 TOTAL EQUIPMENT FOR ALL APPLICABLE SITES 89,134.00 POST-IMPLEMENTATION SERVICE On site service/support after implementation Day rate Mobilization/Demobilization PER PERSON - Includes travel, preparation, and tool shipment 1,600.00 DAY 2,700.00 EA P.O. Box 404, Gander, NL CANADA AIV IVV8 1,709,571'9776 // 1.877.671.6226 info@$trongdata.ca 23 Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 STRONG DATA AUTOMATION TERMS All pricing in USD Tax and Duties not included Quote valid for 120 days from proposal date. I Extended Service Package includes: - Unlimited support during Denton operating hours (Mon-Sat, 7am-7pm) - Automated software and equipment status monitoring (SDA will alert Denton if an issue is detected) - Receipt / Ticket / Invoice template changes Installation automated stands and extras does not include the following : - Electrical work - Underground conduit if needed. - Running of Cat5e (can be discussed during negations) - Suitable mounting surface. - Pole for mounting camera if no suitable building is near by - Lift for camera installation. t Hardware billed 50% on order/25% on delivery/25% after install t Hours and day rates billed monthly. t License and Support fees to begin after agreed install. &'rNPeHBIH;B:HmRYREcEss n be permitted to employee accounts on an individual basis: Card Lookup o Change Card o Contract Setup o Allow Money o P.O. Box 404, Gander, NL CANADA AIV IW8 1.709.571.9776 // 1.877.671.5226 irlfo@strorlgda ta.ca 24 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE651 09 STRONG DATA AUTOMATION o Domestic Cards Edit o Hauier Setup o Load Slip o Load View o Manual Load o Personnel Setup Invoices o Create o Customer Setup Payments o Receive o Sales Invoice 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Statements Inventory Setup LoadSlip Edit Money Chart Of Accounts Daily Cash Clearing General Journal Entries Search Year End Form Access Chat Leave Request Training P.O. Box 404, Gander, NL CANADA AIV l\V8 1.709.571.9776 // 1.877.671.6226 info@ strong(hta.ca 25 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 Exhibit G RFP 7477 SUPPLY OF "MANAGE“ AND "ENTER“ SOFTWARE LICENSES AND SOFTWARE SERVICE AGREEMENT Between Strong Data Inc. And City of Denton March 9. 2021 DocuSign Envelope ID: IABFAIA2-76B6-4ABE-ADIE-57709BE65109 SUPPLY OF "MANAGE" AND "ENTER" SOFrWARE LICENSES AND SOFrWARE SERVICE AGREEMENT The provision of these services will cover the following items understood as part of the agreement by both Strong Data Inc. and DENTON. DEFINITIONS STRONG: Strong Data Inc. DENTON: The City of Denton, Texas PROGRAM/S: Indicates software provide by STRONG under this agreement which include all or parts of the software titled "Manage" and "Enter" ACTIVE INSTANCE: A PROGRAM installed with the intent to be used on a regular basis. SITE: A location intended for use of "Enter" to process scaled or unscaled loads. SOFTWARE LICENSE AGREEMENT Software license agreement for Manage and Enter and any associated program or reports provided by STRONG CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. YOUR OPENING OF THE PROGRAM OR USING AN INSTALLED PROGRAM ON YOUR COMPUTER, NETWORK OR THE WEB WILL INDICATE YOUR ACCEPTANCE OF THESE CONDITIONS. STRONG provides the PROGRAM licenses to DENTON for use. THE PROGRAMS. INCLUDING ITS CODE. DOCUMENTATION. APPEARANCE, STRUCTURE AND ORGANIZATIONS. IS A PROPRIETARY PRODUCT OF STRONG DATA INC. AND IS PROTECTED BY COPYRIGHT AND OTHER LAWS. TITLE TO THE PROGRAM. OR ANY COPY. MODIFICATION OR MERGED PORTION OF THE PROGRAM, SHALL AT ALL TIMES REMAiN WITH STRONG DATA INC. License–The following rights are granted to DENTON: 1. The PROGRAMS are licensed to DENTON solely for DENTON use. At no time can DENTON use more active instances of the PROGRAMS or operate more SITES than indicated on the monthly invoice referred to under the PAYMENT AND TERMS section of this agreement. 2. 3. Multiple backup versions of the program and associated databases are permitted as long as they are not used for active use. An unlimited number of concurrent users who are employees or contractors of DENTON are permitted. Restrictions-Without the prior written consent of STRONG, DENTON may not: Transfer or ren'1 STRONG Initials/Da' use, copy or modify the pr DENTON Initials/Dat of 6 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 SUPPLY OF "MANAGE" AND "ENTER" SOFrWARE LICENSES AND SOFrWARE SERVICE AGREEMENT except as expressly permitted in this license. 2. 3. 4. 5. Decompile, reverse assemble or otherwise reverse engineer the program. Reproduce, distribute or revise the program documentation. Use any program supplied by STRONG for development purposes. Show or give access to the PROGRAMS to any person outside a direct business relation with DENTON (direct business relation ex. employee, contractor, board member, auditor etc.), or employed by another software company. SERVICE AGREEMENT GENERAL CONDITIONS 1. 2. Support by STRONG to DENTON for software provided under the above LICENSE AGREEMENT will be conducted remotely through phone, or email. All contact with STRONG regarding support should be done though 1-877-671-6226, support@stronqdata.ca, or the STRONG customer service portal. 3. 4. 5. If the STRONG technician answering the service call is unable to solve the issue immediately a ticket will be logged and followed up within the maximum response time. Support inquiries should be directed through DENTON identified super users (ex. Manger, Supervisor, IT Technician, or Contractor SupervIsor). All STRONG support staff and contractors have signed confidentiality agreements. SOFTWARE 1.STRONG will support all software supplied by STRONG. 2. Custom software, and or requested changes to the system beyond the agreed scope in the proposal are not covered and will be handled outside of this agreement or by change order. 3. Simple changes to existing reports may be covered under the service agreement. STRONG reserves the right to deem a report outside the scope of the agreement and thus provide a quote for the generating the report. 4. Software updates to the PROGRAMS supplied under the SOFTWARE LICENSE AGREEMENT will be installed under the SERVICE AGREEMENT at no charge. STRONG will coordinate time for the updates with a designated DENTON representative. 5. Time spent to fix issues arising with integrations to third party software as a result of an update from the third party will be billed at STRONGs hourly rate. 6. STRONG does not guarantee the software is free of bugs but will take reasonable /–- DS – / DS STRONG Initial,/DatJ KS DENTON I.id,I,/D,t, I SH '– Pg. 2 of 6 DocuSign Envelope ID: IABFAIA2-76B6-4ABE-ADIE-57709BE65109 SUPPLY OF "MANAGE" AND "ENTER" SOFrWARE LICENSES AND SOFIWARE SERVICE AGREEMENT measures to remediate any issues that DENTON identifies. HARDWARE 1. STRONG will provide hardware recommendations for hardware running / connected to STRONG software. 2. Automated stands are proprietary to STRONG and must be purchased directly from STRONG. SERVICE LEVEL AGREEMENT 1. STRONG SLA as per proposal. 2. Support is available for DENTON management, supervisors, and IT personnel. TRAINING 1 2 Additional training beyond initial setup is not supplied under the service agreement. STRONG reserves the right to deem an issue raised by DENTON as training at which time STRONG and DENTON will discuss a way to proceed outside the scope of this agreement DENTON, by its authorized signatory: Strong Data Automation by its authorized signatory : Print Here: Sign here: Sara Hensley Rocky Strong Rocky Strong DocuSigned by: Sa44 HI .5236DB296270423 et!!FBiVHb STRONG Initials/Date DENTON Initials/Date Pg. 3 of 6 DocuSign Envelope ID: IABFAIA2-76B64ABE-ADIE-57709BE65109 Exhibit H CONFLICT OF INTEREST QUESTIONNAIRE - For vendor or other person doing business with local governmental entit' This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ 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 t Ity- Strong Data, Inc. rD 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. d N,m, ,f local g,vernment ,m„r ,b,„t „h,m th, i„f„m,ti,. i„ thi, „,ti,„ i, b,i„g di„I„,d. Name of Officer Tlris 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? H Yes R No B Is the vendor receiving or likely to receive taxable income, other than investment income, aom or at the direction of the local govel'lunent officer named in this section AND the taxable income is not received from the local governmental entity? [] Yes M No C,Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local govenrment officer serves as an officer or director, or holds an ownership of one percent or more? n ,„,B ,„, D Describe each employment or business and family relationship with the local government officer named in this section N/A 4 5 B] I have no Conflict of Interest to disclose. b B%£86r%ing business with the governmental entity 3/24/2021 Date