21-1860ORDINANCE NO. 21-1860
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT
WITH CINTAS CORPORATION NO. 2, THROUGH THE OMNIA PARTNERS
COOPERATIVE PURCHASING NETWORK CONTRACT # R -BB -19002, FOR UNIFORM
AND ACCESSORIES RENTAL FOR ALL CITY OF DENTON DEPARTMENTS;
PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN
EFFECTIVE DATE (FILE 7738 — AWARDED TO CINTAS CORPORATION NO. 2, IN THE
THREE (3) YEAR, WITH THE OPTION FOR THREE (3) ADDITIONAL ONE (1) YEAR
EXTENSIONS, IN THE TOTAL SIX (6) YEAR NOT -TO -EXCEED AMOUNT OF
$2,153,000.00).
WHEREAS, pursuant to Ordinance 21-1842, Omnia Partners has solicited, received, and
tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or
services in accordance with the procedures of state law on behalf of the City of Denton; and
WHEREAS, the City Manager, or a designated employee, has reviewed and
recommended that the herein described materials, equipment, supplies, or services can be
purchased by the City through the Omnia Partners programs at less cost than the City would
expend if bidding these items individually; 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 COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items shown in the "File Number" referenced herein and on file in
office of the Purchasing Agent, are hereby accepted and approved as being the lowest
responsible bids for such items:
FILE
NUMBER VENDOR AMOUNT
7738 Cintas Corporation No. 2 $2,153,000.00
SECTION 2. By the acceptance and approval of the items set forth in the referenced file
number, the City accepts the offer of the persons submitting the bids to Omnia Partners for such
items and agrees to purchase the materials, equipment, supplies, or services in accordance with
the terms, conditions, specifications, standards, quantities, and for the specified sums contained
in the bid documents and related documents filed with Omnia Partners and the purchase orders
issued by the City.
SECTION 3. Should the City and persons submitting approved and accepted items set
forth in the referenced file number wish to enter into a formal written agreement as a result of the
City's ratification of bids awarded by Omnia Partners, the City Manager, or their designated
representative, is hereby authorized to execute the written contract which shall be attatched
hereto; provided that the written contract is in accordance with the terms, conditions,
specifications, and standards contained in the Proposal submitted to Omnia Partners, 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 items set forth in the referenced file
number, the City Council hereby authorizes the expenditure of funds therefor in the amount and
in accordance with the approval purchase orders or pursuant to a written contract made pursuant
thereto as authorized herein.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by-=�e�s:s e- 1)g-ar ; S and
seconded by'j-; c (\ e. t. Le.. This ordinance was passed and approved by
the following vote [ -7 - _0 ]:
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1:
Brian Beck, District 2: ✓
Jesse Davis, District 3:
Alison Maguire, District 4: ✓
Deb Armintor, At Large Place 5: ✓
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the ` �[ �� day of )2021.
Z55���e�
GERARD HUDSPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY ,��,`�l••,....,..,, N� .,
r + �
.• co `
APPROVED AS TO LEGAL FORM: ���i0 +� «����`
CATHERINE CLIFTON, INTERIM CITY ATTORNEY
Digitally signed by Marcella Lunn
DN: cn=Marcella Lunn, o,
tr ou=City of Denton,
{ email=marcella.lunn@ckyofdent
on.com, c=US
BY: Date: 2021.08.26 10:55:05 -05'06
DocuSign Envelope ID:❑10AF2C2-9E3D-44C3-AC95-68507C07B6E1
C Cl
ITY
OF
DENTON
Docusign City Council Transmittal Coversheet
COOP
7738
File Name
uniform and Accessories Rental
Purchasing Contact
crystal Westbrook
City Council Target Date
SEPTEMBER 14, 2021
Piggy Back option
Yes
Contract Expiration
SEPTEMBER 14, 2027
Ordinance
21-1860
O5
D
DocuSign Envelope ID: D10AF2C2-9E31D-4403-AC95-68507C07B6E1
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND CINTAS CORPORATION NO.2
(File # 7738)
THIS CONTRACT is made and entered into this date 09/14/2021 'by and
between CINTAS CORPORATION NO. 2 a NEVADA Corporation, whose address is 6800 Cintas
BLVD., Cincinnati, OH 45265, hereinafter referred to as "Supplier," and the CITY OF DENTON,
TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval
of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his
duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the mutual
benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products in accordance with the Supplier's quote, a copy of which is attached
hereto and incorporated herein for all purposes as Exhibit "C". The Contract consists of this written
agreement and the following items which are attached hereto, or on file, and incorporated herein by
reference:
(a) Special Terms and Conditions (Exhibit "A");
(b) OMNIA Partners Cooperative Purchasing Contract #R -BB -19002 with Cintas Corporation
NO. 2, (Exhibit "B" on file at the office of the Purchasing Agent) (the "Omnia
Agreement");
(c) Cintas Corporation NO. 2, agreement (Exhibit "C");
(d) City of Denton Standard Terms and Conditions (Exhibit "D");
(e) Certificate of Interested Parties Electronic Filing (Exhibit "E");
(f) Insurance Requirements (Exhibit "F");
(g) form CIQ — Conflict of Interest Questionnaire (Exhibit "G")
These documents make up the Contract documents and what is called for by one shall be as binding
as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract
documents, the inconsistency or conflict shall be resolved by giving precedence first to the written
agreement then to the contract documents in the order in which they are listed above. These documents
shall be referred to collectively as "Contract Documents."
Prohibition on Contracts with Companies Boycotting Israel
Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier
certifies that Supplier's signature provides written verification to the City that Supplier. (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement Failure to meet or
maintain the requirements under this provision will be considered a material breach.
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do
business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies
that Supplier's signature provides written verification to the City that Supplier, pursuant to Chapter
File 7738
DocuSign Envelope ID: D10AF2C2-9E3D-4403-AC95-68507C07B6E1
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.
SUPPLcugigned by:
BY:7' vvx,Ss tr
AUTHORIZED SIGNATURE
Jeremy Dressler
Printed Name:
Title: Governmental Account Mana
713-204-9328
PHONE NUMBER
dresslerj@cintas.com
EMAIL ADDRESS
2021-794815
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
CU"Signed by:
F, V. Stephen Gay
F,F3481369728E4A9...
SIGNATURE PRINTED NAME
Director, water utilities
TITLE
water utilities
DEPARTMENT
File 7738
CITY OF DENTON, TEXAS
SARA SFW`ad;NTERIM CITY MANAGER
H
BY:
ATTEST:
ROSA RIOS, CITY SECRETARY
Daeu3igned by:
[P-
BY:
coi c Q
1CSCA8C5E1 T5493...
APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, INTERIM CITY
ATTOR ae boeusigned by:
►VcavtcWUA,
BY: 4B07083184AA438.
DocuSign Envelope [D: D1oAF2C2-9E3D-44C3-AC95-68507Co7B6E1
Exhibit A
Special Terms and Conditions
1. Contract Term
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 three (3) 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. At the sole option of
the City of Denton, the contract may be fiu-ther extended as needed, not to exceed a total of six (6)
months.
2. Total Contract Amount
The contract total shall not exceed $2,153,000. Pricing shall be per Exhibit C attached.
File 7738
DocuSign Envelope ID: D10AF2C2-9E3D-44C3-AC95-68507C0766E1
Exhibit C
dNrAs.
WAO FmlwWpI M
Customer/Participating Agency CityofDenton.TX
Address 215E.McKinneyStreet(SeeAttachmentB)
UNIFORM PRODUCT RENTAL PRICING:
Item # Description
See AttachmentA
Location No. 12M-Coppell
Contract No.
Customer No..
Main Corporate Code * New CC 13218
Date 7/8/2021
Phone 940-349-7172
City Denton State TX Zip 76201
Unit Price
The contract term will be three (3) years, effective from date of award. The City and the Supplier shall have the option to renew this contract for an
additional three (3) one-year periods. The length of this rental agreement will commence with the actual date of award, not affiliated with the start
date of the Master Agreement. Any negotiations of price, terms or discounts must be approved by Prince William County Public Schools for the
Master Agreement. Any such changes shall take effect on the anniversary date of the master agreement. All requests for price changes must be
justified and based upon verifiable criteria which may include the Bureau of Labor Statistics Consumer Price Index (CPI -U).
Name Emblem $ AttachmentA ea • Company Emblem $ Attachment A ea
Customer Emblem $ AttachmentA ea • Embroidery $ Attachment A ea
COD Terms $ NA per week charge for prior service (if Amount Due is Carried to Following Week)
Automatic Lost Replacement Charge: Item % of Inventory $ Ea.
Automatic Lost Replacement Charge: Item % of inventory $ Ea.
Minimum Charge $ 35.00 per delivery.
Make -Up charge $AttachmentA pergarment.
Non-Standard/Special Cut Garment (i.e., non-standard, non -stocked unusually small or large sizes, unusually short or long sleeve or length,
etc.) premium $ AttachmentA per garment.
Seasonal Sleeve Change $ AttachmentA per garment.
Under no circumstances will the Company accept textiles bearing free liquid. Shop towels may not be used to clean up oil or solvent spills.
Artwork Charge for Logo Mat $ 150.00ifreguested
Size Change: Customer agrees to have employees measured by a Cintas representative using garment "size samples". A charge
of $ AttachmentA per garment will be assessed for employee's size changed within 4 weeks of installation.
Other: PricingandtermsperONMIAcooperativecontract#R-BB-19002
FACILITY SERVICES PRODUCTS PRICING:
Bundfe* Item # Description Rental Freq. Inventory Unit Price
See Attachment A
Initial and check box if Unilease. All Garments will be cleaned by customer
Pate
Initial and check box if receiving Linen Service. Company will take periodic physical inventories of items in possession or under control
Date customer.
Initial and check box if receiving direct embroidery. If service is discontinued for any employee or Customer deletes any of the garments
oat, direct embroidery for any reason, or terminates this agreement for any reason or fails to renew this agreement, Customer will purchase
all direct embroidered garments at the time they are removed from service at the then current replacement values.
CUSTOMER:
Cintas Loc. No: 12M-Coppell Please Sign Name
By: JeremyDressler Please Print Name
Title: GovernmentalAccountManager Please Print
Accepted -GM: Email
DocuSign Envelope Id:❑t0AF2C2-9E3D-44C3-AC95-68507C07B6E1
Omnia Partners Public Sector Participating Public Agencies Terms
L Participating Public Agencies: Supplier agrees to extend the same terns, covenants agreed to under the Master Agreement with Lead Public
Agency Prince William County Public Schools to other government agencies ("Participating Public Agencies") that, in their discretion,
desire to access the Master Agreement in accordance with all terms and conditions contained herein or attached hereto. Each participating
Public Agency will be exclusively responsible and deal directly with Supplier on matters relating to length of agreement, ordering, delivery,
inspection, acceptance, invoicing, and payment for products and services in accordance with the terms and conditions of the Master
Agreement. Any disputes between a Participating Public Agency and Supplier will be resolved directly between them in accordance with
and governed by the laws of the State in which the Participating Public Agency exists.
2. Master Agreement available at h!Ws://www.omniapartners.coiri/oubliesector
Supplier General Service Terms Section
3. Prices Customer agrees to rent from Company, and Company agrees to provide to Customer, the Merchandise, inventory and services
described on Exhibit A, "Merchandise & Pricing" at the prices set forth in Exhibit A. There will be a minimum charge of thirty-five dollars
($35.00) per week for each Customer location required to purchase its rental services from Company as set forth in this Agreement.
4. Buyback of Non -Standard Garments: Customer has ordered from Company a garment rental service requiring embroidered garments that
may not be standard to Company's nonnal rental product line. Those non-standard products will be designated as such under -Garment
Description in Exhibit C. In the event Customer deletes a non-standard product, alters the design of the non-standard product, fails to renew
the Agreement, or terminates the Agreement for any reason other than documented quality of service reasons which are not cured,
Customer agrees to buy back all remaining non-standard products allocated to Customer that the Company has in service and out of service
at the then current Loss/Damage Replacement Values.
5. Service Guarantee: Company guarantees to deliver the highest quality textile rental service at all times. Any complaints
about the quality of the service which have not been resolved in the normal course of business must be sent by registered
letter to Company's General Manager. If Company then fails to resolve any material complaint in a reasonable period of time,
Customer may terminate this agreement provided all rental items are paid for at the then current replacement values or
returned to Company in good and usable condition.
5. Garments' Lack of Flame Retardant or Acid Resistant Features Unless specified otherwise in writing by the Company, the garments
supplied under this Agreement are not flame retardant or acid resistant and contain no special flame retardant or acid resistant features.
They are not designed for use in areas of flammability risk or where contact with hazardous materials is possible. Flame resistant and acid
resistant garments are available from Company upon request_ Customer warrants that none of the employees for whom garments are
supplied pursuant to this Agreement require flame retardant or acid resistant clothing.
7. High Visibility Garments. City bears sole responsibility for: (a) determining the level of visibility needed by wearers of the high
visibility garments (the "Hi -Vis", and together with the FRC, the "Garments") for their specific work conditions or uses; (b) identifying
and selecting which Hi -Vis meet the required level of visibility for any particular work conditions or uses; and (c) determining when Hi -
Vis require repair or replacement to meet the required level of visibility. City acknowledges and understands that the Hi -Vis alone do not
ensure visibility of the wearer. City further acknowledges that Bidder is relying upon City to determine whether any Hi -Vis need repair
or replacement to maintain the required level of visibility. Bidder represents only that the Hi -Vis supplied satisfy certain ANS111SEA
standards to the extent the Hi -Vis are so labeled. City acknowledges that Bidder has made no other representations, covenants or
warranties, whether express or implied, related to the Hi -Vis. Further, City hereby releases Bidder from any and all liability that results or
might result from the failure of the Hi -Vis to function per ANSI/ISEA standards, and further agrees to defend, indemnify, and hold the
Bidder harmless from any claims that result or might result from any such failure.
Logo Mats In the event that Customer decides to delete any mat bearing the Customer's logo (Logo Mat) from the rental program, changes
the design of the Logo Mats, terminates this agreement for any reason or fails to renew this Agreement, the Customer will purchase at the
time of deletion, design change or termination, all remaining Logo mats that the Company has in service and out of service held in
inventory at the then current Loss/Damage Replacement Value.
Adding Employees Additional employees and Merchandise may be added to this Agreement at any time upon written or oral request by
the Customer to the Company. Any such additional employees or Merchandise shall automatically become a part of and subject to the
terms of this Agreement. If such employees are employed at a Customer location that is then participating under this Agreement, the
Customer shall pay Company the one-time preparation fee indicated on Exhibit A. Customer shall not pay Company any one-time
preparation fee for garments for employees included in the initial installation of a Customer location. There will be a one-time charge for
name and/or company emblems when employees are added to the program in garments requiring emblems.
10. Emblem Guarantee Customer has requested that Company supply emblems designed exclusively for Customer featuring Customer's logo
or other specific identification (hereinafter "Customer Emblems"). Company will maintain a sufficient quantity of Customer Emblems in
inventory to provide for Customer's needs and maintain a low cost per emblem through quantity purchases.
11. hi the event Customer decides to discontinue the use of Customer Emblems, changes the design of the Customer Emblems, terminates this
Agreement for any reason or fails to renew this Agreement, the Customer will purchase at the time of deletion, design change, termination
or expiration, all remaining Customer Emblems that the Company allocated to Customer at the price indicated on Exhibit A of this
Agreement. In no event shall the number of Customer Emblems allocated to Customer exceed the greater of (a) twelve (12) months'
volume for each unique Customer Emblem or (b) a quantity agreed to by Company and Customer and noted on Exhibit A.
DocuSign Envelope ID: D10AF2C2-9E3D-44C3-AC95-68507C07B6E1
12. Terminating Employees Subject to the provisions of this Agreement, the weekly rental charge attributable to any individual leaving the
employ of the Customer, or on a temporary leave of absence of three (3) weeks or more, shall be terminated upon oral or written notice by
the Customer to the Company but only after all garments issued to that individual, or value of same at the then current Loss/Damage
Replacement Values, are returned to Company.
13, Replacement In the event any Merchandise is lost, stolen or is not returned to Company, or is destroyed or damaged by fire, welding
damage, acid, paint, ink, chemicals, neglect or otherwise, the Customer agrees to pay for said Merchandise at the then current
Loss/Damage Replacement Values.
14. Indemnification To the fullest extent permitted by law, Company agrees to defend, indemnify, pay on behalf of and save harmless the
Participating Public Agency, its elected and appointed officials, agents, employees and authorized volunteers against any and all claims,
liability, demands, suits or loss, including reasonable attorneys' fees and all other costs connected therewith, arising out of or connected to
the services provided by Company under this Contract, but only to the extent of Company's negligence.
15. Additional Items: Additional customer employees, products and services may be added to this agreement and shall automatically become a
part of and subject to the terms hereof and all of its provisions. If this agreement is terminated early for convenience, the parties agree that
the damages sustained by Company will be substantial and difficult to ascertain. Therefore, if this agreement is terminated by Customer
prior to the applicable expiration date for any reason other than documented quality of service reasons which are not cured, or terminated
by Company for non-payment by Customer at any time Customer will pay to Company, as termination charges and not as a penalty based
upon the following schedule:
If this agreement is cancelled for convenience in the first twelve (12) months of the term, Customer shall pay as termination charges equal
to 50 weeks of rental service.
If this agreement is cancelled for convenience in months thirteen (13) through eighteen (18) of the term, Customer shall pay as ten urination
charges equal to 36 weeks of rental service.
If this agreement is cancelled for convenience in months nineteen (19) through twenty-four (24) of the term, Customer shall pay as
termination charges equal to 23 weeks of rental service.
If this agreement is cancelled for convenience after 24 months of service, Customer shall pay as termination charges of 10 weeks of rental
service.
Customer shall also be responsible to return all of the Merchandise allocated to such Customer locations terminating this Agreement at the
then current Loss/Damage Replacement Values and for any unpaid charges on Customer's account prior to termination.
Cintas Cmm.rati.n ConfdenNal 7/8/2.021
DocuSign Envelope ID: D10AF2C2-9E3D-44C3-AC95-68507C0786E1
Garment Schedule B Base
Cintas/City of Denton - Attachment A: Pricing
Item A
Uniform Program
Weekly Unit Pricing
Lost/ReplacementCharge
205/271
W o me n's Corn fort Sh i rt
$0.17
$
17.00
259
Polo w/Pocket
$0.23
$
20.00
270
Cargo Pants
$0.30
$
27.00
273
High Image Workshirt
$0.24
$
23.00
275
Performance Palo
$0.28
$
28.00
280
ICarharttFR5-Pocket Jeans
$0.56
$
49.00
290
Carhartt FR Carpenter Jeans
$0.56
$
49.00
294
Carhartt FR Shirt
$0.43
$
49.00
330
Cotton5hirt
$0.24
$
18.00
340
Cotton Pants
$0.34
$
23.50
361
Soft Shell Jacket
$1.21
$
56.00
370
Cargo Shorts
$0.30
$
27.00
374
Oxford Shirt
$0.24
$
22.00
376
Carhartt Active Jacket
$1.62
$
85.05
381
Carhartt5-Pocket Jean
$0.37
$
27.00
382
Carhartt Carpenter Jean
$0.37
$
30.00
383
Ca rhartt D u ngaree Pa nt
$0.43
$
25.00
384
Carhartt Work Shirt
$0.34
$
25.00
387
Carhartt FR Featherweight Coverall
$1.23
$
148.50
390/395
Women's Pants
$0.26
$
21.00
392
Carhartt FR Featherweight Shirt
$0.55
$
72.00
393
Women'sCarharttJean
$0.70
$
45.00
394
Cintas Jean
$0.29
$
20.00
396
Carhartt Rugged -Flex Shirt
$0.60
$
49.50
677
Permalined Jacket
$0.40
$
30.00
741
Plain Front Short
$0.22
$
27.00
865
Pleated Pants
$0.27
$
22.00
912
Poly -Cotton Coverall
$0.25
$
30.00
935
Comfort Shirt
$0.16
$
15.00
945
Comfort Pants
$0.18
$
18.00
970
Hip Length Jacket
$0.35
$
31.95
59935
Enhanced Visibility Shirt
$0.43
$
30.60
59970
Enhanced Visibility Jacket
$0.85
$
46.00
61356
FRJacket#JLJ8NV
$0.95
$
104.85
64356
FR Jacket Liner
$0.90
$
108.00
64251
Chef Works Lightweight Cook Shirt
$0.23
$
8.00
64449
Chef Works Signature Coat
$0.32
$
12.00
65177
Chef Works Pant
$0.30
$
26.00
65418
High VisibilityANSI shirt
$0.70
$
53.10
66273
Women's High Image Shirt
$0.24
$
23.00
66275
Women's Performance Polo
$0.28
$
28.00
66528
Women's Oxford Shirt
$0.24
$
19.00
74533
Carhartt Ripstop Pant
$0.55
$
54.00
74303
Cowboy Cut Jeans
$0.41
$
34.00
8000
8 -Bank Locker
$0.00
$
500.00
8004
Soil Bin
$0.00
$
200.00
Minimum Charge (Minimum Invoice allowed)
$35.00
NA
Service Charge/ Delivery Fee
$0.00
NA
Size Premium
$0.05
NA
Uniform Advantage (per garment)
$0.07
NA
Premium Uniform Advantage (High -Vis or FRC)
$0.14
NA
Emblem Advantage Program (per garment with emblems)
$0.06
NA
Embroidery/Emblem Advantage (per embroidered garment)
$0.12
NA
Employee Name Emblem (if not using Emblem Adv.)
$1.50
NA
Custom Company Emblem (if not using Emblem Adv.)
$2.50
NA
Preparation Advantage Program (per garment)
$0.04
NA
Make -Up /Garment Prep (if not using Prep Adv.)
$1.50
NA
Direct Embroidery
$4.95
NA
Seasonal Sleeve Change
$12.00
NA
Size Changes (within 4 weeks of each other)
$6.00
NA
Floor Mats
84301
3x5 Logo Mat
$2.40
$83.00
84401
46 Logo Mat (requires buyback)
$6.30
$162.00
84001
3x1(l Logo Mat (requires buyback)
$7.20
$202.50
Garment Schedule B Base
Clr r . C. -tin. Confidential 7/8/2021
DocuSign Envelope ID: D10AF2C2-9E3D-44C3-AC95-68507C07B6E1
84302
3x5 Safety Mat
$3.25
$65.00
842XX
3x4 Carpet Mat
$2.87
$40.50
843XX
3x5 Carpet Mat
$2.87
$40.50
844XX
4x6 Carpet Mat
$3.54
$63.00
840XX
3x10 Carpet Mat
$4.22
$81.00
10196
13x5 Traffic Mat
$2.00
$46.00
10197
46 Traffic Mat
$7.20
$99.00
10198
3x10 Traffic Mat
$8.10
$135.00
10199
4x8 Traffic Mat
$8.68
$162.00
10188
3x5 Xtraction mat
$5.80
$91.00
10189
3x5 Xtraction mat
$5.80
$92.00
10223
INS Xtraction mat
$5.80
$93.00
10191
14x6 Xtraction mat
$6.62
$117.00
10192
46 Xtraction mat
$6.62
$117.00
10224
4x6 Xtraction mat
$6.62
$117.00
10201
3x10 Xtraction mat
$7.45
$153.00
10202
3x10 Xtraction mat
$7.45
$153.00
10225
3x10 Xtraction mat
$7.45
$153.00
2477
13x5 Scraper Mat
$2.43
$40.50
2478
46 Scraper Mat
$2.72
$74.00
10184
3x5 Active Scraper Mat
$3.15
$90.00
1800
3x5 Coffee Mat
$3.65
$58.50
1801
2x3 Spring Step
$1.50
$52.00
1802
3x5 Spring Step
$2.25
$65.00
1810
3x5 buralite Mat
$2.63
$72.00
1917
3x5 Wellness Mat
$4.00
$99.00
5477
3x5 Photo Safety Mat
$4.50
$58.50
5479
3x5 Photo Coffee Mat
$4.50
$58.50
5480
3x5 Photo Water Mat
$4.50
$58.50
5487
3xS Photo Mat (requires buyback)
$6.30
$112.50
5488
14x6 Photo Mat (requires buyback)
$7.20
$162.00
5489
3x10 Photo Mat (requires buyback)
$8.10
$202.50
5471
4x6 Photo Local Mat (requires buyback)
$6.30
$162.00
2570
24" Dust Mop
$0.84
$7.20
1946
24" Dust Mop Frame
NA
$9.00
2590
36" Dust Mop
$1.13
$9.00
1947
36" Dust Mop Frame
NA
$9.00
2604
48" Dust Mop
$1.38
$10.80
1948
48" Dust Mop Frame
NA
$9.00
2610
60" Dust Mop
$1.58
$14.40
1045
60" Dust Mop Frame
NA
$9.00
6924
Wood Dust Mop Handle
NA
$9.00
2650
IlLarge Wet Mop
$1.35
$10.80
6913
24 oz. Synthetic Mop
$1.50
$15.00
6923
Fiberglass Wet Mop Handle
NA
$9.00
7116
12" Microfiber Mop Orange
$0.18
$5.00
7117
12" Microfiber Mop Frame (Healthcare only)
NA
$8.55
7000
20" Microfiber Mop Head
$1.35
$5.85
7002
20" Microfiber Mop Frame (Healthcare only)
NA
$9.00
7001
36" Microfiber Mop
$0.45
$12.00
7003
36" Microfiber Mop Frame (Healthcare only)
NA
$13.50
7245
Microfiber Mop Handle
$0.80
$10.00
6930
Microfiber Mop Container
$13.50
$81.00
7432
12"x12" Microfiber Wiper (Blue)
$0.16
$2.16
7433
12"x12" Microfiber Wiper (Orange)
$0.16
$2.16
7717
16"x16" Microfiber Wiper (White)
$0.16
$1.17
8020
Microfiber Tube Mop
$2.25
$18.00
9581
Dual Chamber Mop Bucket
$2.50
$125.00
9582
Pulse Map
$1.75
$110.00
_ Hygiene items
6116
Micromist Air Freshener Service
$2.88
$22.50
6123
Micromist Air Freshener Refill
NA
NA
6122
Micromist Air Freshener Refill - Mango
NA
NA
6119
Micromist Air Freshener Refill - Citrus Slice
NA
NA
9295
IMicromist Air Freshener Refill - Clean Breeze
NA
NA
5124
1 Micromist Air Freshener Refill -Cinnamon
NA
NA
Garment Schedule 3 Base
Cintas Comoratien Confidential 7/8/2021
DocuSign Envelope ID: D10AF2C2-9E3D-44C3-AC95-68507C07B6E1
9016
Micromist Air Freshener Dispenser -White
NA
$22.50
6680
Restroom Mat Service (weekly charge)
$1.80
$7.20
7464
Restroom Mat Refill
NA
NA
9210
Urinal Screen Service
$1.05
$4.00
9338
Alcohol Foam Sanitizer Service - 1000 mL
$4.95
NA
9329
Alcohol Foam Sanitizer Refill -1000 mL
NA
NA
9314
Heavy Duty Scrub Soap Service - 1000 mL
$2.00
$25.00
9315
Heavy Duty Soap Scrub Refill -1000 mL
NA
NA
9326
Antibacterial Foam Soap Service -800 mL
$2.22
$22.50
9327
Antibacterial Foam Soap Refill - 800 mL
NA
NA
9312
Moisturizing Soap Service -1000 mL
$1.78
$22.50
9313
Moisturizing Soap Refill -1000 mL
$0.00
$8.00
9332
Antibacterial Gel Soap Service - 1000mL
$1.50
$25.00
9333
AB Gel Soap Refill (Food Service) -1000 mL
NA
NA
9320
Hair & Body Wash Service - 1000 mL
$2.00
$22.50
9321
Hair & Body Wash Refill -1000 mL
NA
NA
9322
Instant Hand Sanitfzerservice-1000 mL
$2.75
$22.50
9323
Instant Hand Sanitizer Refill - 1000 mL
NA
NA
9980
Soap Dispenser -White
NA
$22.50
9982
Auto Soap Dispenser - White
NA
$31.50
9025
Centerpull Paper Towel Rall (by the roll)
$6.30
$18.00
9110
Jumbo Toilet Tissue Roll (bythe roil)
$4.50
$18.00
9305
Electronic Paper Dispenser
NA
$99.00
7699
lCenterpull Paper Towel Case (qty. 6)
$42.30
NA
7702
Jumbo Toilet Tissue Case (qty. 12)
$46.80
NA
Un -en Items
2161
Shop Towel - White
$0.13
$0.41
2160
Shop Towel - Red
$0.06
$0.41
2169
Shop Towel - Blue
$0.06
$0.41
2173
Glass Towel - Red
$0.21
$1.19
2864
Bib Apron- White
$0.32
$3.96
2873
Bib Apron - Black
$0.32
$3.96
2861
Bib Apron - Red
$0.32
$3.96
2700
Terry Towel
$0.1.3
$1.17
2964
Stripe Swipe Towel
$0.17
$1.17
2750
Ribbed Terry Towel
$0.13
$1.17
2702
Blue Terry Towel
$0.13
$1.17
2921
Stripe Glass Towel
$0.17
$1.17
2701
#2 Terry Towel
$0.13
$1.17
3035
Grill Pad
$0.11
$1.76
6116
Micromist Air Freshener Service
$2.88
$22.50
6123
lMicromist Air Freshener Refill
NA
NA
6122
Micromist Air Freshener Refill - Mango
NA
NA
6119
Micromist Air Freshener Refill - Citrus Slice
NA
NA
9295
Micromist Air Freshener Refill - Clean Breeze
NA
NA
6124
Micromist Air Freshener Refill -Cinnamon
NA
NA
9016
Micromist Air Freshener Dispenser -White
NA
$22.50
6680
Restroom Mat Service (weekly charge)
$1.80
$7.20
7464
Restroom Mat Refill
NA
NA
Safewasher
7418
Safewasher Service 23
$26.99
$1,485.00
7419
Safewasher Service 25
$26.99
$1,485.00
7420
Safewash Service Fluid Refill
$0.00
$13.05
7524
Safewasher Filter
NA
$12.60
Cleaning Chemicals
_
7600
2 or 3 Button Dispenser Install Fee' (One Time Charge)
$45.00
NA
7619
Foamer Dispenser install Fee (OneTime Charge)
$22.50
NA
7500
Cleaning Chemical Dispenser Maintenance Fee
$2.70
$333.00
7550
3 Compartment Sink Chemical Dispenser Maintenance Fee
$2.70
$301.50
2294
Foaming Chemical Dispenser Maintenance Fee
$2.70
$180.00
2271
FC1 - Heavy Duty Cleaner
$1.26
NA
2274
FC2 - Bio Based Floor Cleaner
$1.53
NA
2282
FC3 - Industrial Floor Cleaner/Degreaser
$2.52
NA
2272
FC4 - Neutral Floor Cleaner
$0.72
NA
2295
RRZ - Heavy Duty Restroom Cleaner/Disinfectant - Mop Bucket
$1.40
NA
2275
GL1- Glass & Multi Surface Cleaner
$1.80
NA
2276
RR1 - Heavy Duty Restroom Cleaner/Disinfectant - Bottle
$2.75
NA
Garment Schedule 8 Base
Cintas r0im ation Confidential 7/8/2021
DacuSign Envelope ID: D10AF2C2-9E3D-4403-AC95-68507C07B6E1
2277
OC1 - Odor Counteractant/Fabric Freshener
$5.40
NA
7544
FC1 - Heavy Duty Cleaner - Bottle
$1.26
NA
2281
DG1- Heavy Duty Foaming Degreaser- Bottle/Foamer
$1.35
NA
2278
SKI - Pot & Pan Detergent
$1.08
NA
2279
SK2 - Sink Sanitizer
$1.08
NA
7670
ITriggerSprayer
$0.00
$4.50
7574
Trigger Sprayer Labels
NA
$1.80
7716
QuatStrips
NA
$6.26
* Required for all Chemical Customers
ultraclaan
7705
Sanis Ultraclean Base Charge
$27.00
NA
7706
ISanis Ultraclean Square Foot Charge
$0.18
NA
* Weekly or EOW Billing Exa mple: 4 restrooms measure 400 sq ft; 400 sq ft x $.20= $80.00+ $30.00 Base Charge= $110.00
* Monthly Billing Example; 4 restrooms measure 400 sq ft; 400 sq ft x $.20 = $80.00 +$50.00 Base Charge = $130.00
27071
Si nature Series
SIG DUALTP DSP ALU
$0.00
$31.50
27081
SIG DUALTP DSP STEEL
$0.45
$67.50
27073
SIG DUALTP CVR RED
$0.00
$18.00
27074
SIG DUALTP CVR WHITE
$0.00
$18.00
27075
SIG DUALTP CVR STGRY
$0.00
$18.00
27076
SIG DUALTP CVR BLACK
$0.00
$18.00
27077
SIG DUALTP CVR BLUE
$0.00
$18.00
27078
SIG DUALTP CVR SND
$0.00
$18.00
27079
SIG DUALTP CVR LIME
$0.00
$18.00
27080
SIG DUALTP CVR 0RANG
$0.00
$18.00
27083
SIG DUALTP RFL PAPER
$16.20
$16-20
27000
SIG ZFOLD DSP ALU
$0.00
$22.50
27010
ISIG ZFOLD DSP STEEL
$0.45
$103.50
27002
SIG ZFOLD CVR RED
$0.00
$18.00
27003
SIG ZFOLD CVR WHITE
$0.00
$18.00
27004
SIG ZFOLD CVR STGRY
$0.00
$18.00
27005
SIG ZFOLD CVR BLACK
$0.00
$18.00
27006
SIG ZFOLD CVR BLUE
$0.00
$18.00
27007
ISIG ZFOLD CVR SND
$0.00
$18.00
27008
ISIG ZFOLD CVR LIME
$0.00
$18.00
27009
SIG ZFOLD CVR ORANGE
$0.00
$18AO
27012
SIG ZFOLD RFL PAPER
$28.80
$28.80
20005
SIG AUTOPAPR RED ALU
$0.45
$157.50
20006
SIG AUTOPAPR WHT ALU
$0.45
$157.50
20007
SIG AUTOPAPR GRY ALU
$0.45
$157.50
20008
SIGAUTOPAPRBLKALU
$0.45
$157.50
20009
SIG AUTOPAPR BLU ALU
$0.45
$157.50
20010
SIG AUTOPAPR SND ALU
$0.45
$157.50
20011
SIG AUTOPAPR LINE ALU
$0.45
$157.50
20012
SIG AUTOPAPR ORG ALU
$0.45
$157.50
20023
SIG PREMIUM HW TOWEL
$8.91
$8.91
27097
SIG TRASHCAN DSP ALU
$0.90
$112.50
27107
SIG TRASHCAN DSP STL
$1.80
$270.00
27099
SIG TRASHCAN CVR RED
$0.00
$67.50
27100
SIG TRASHCAN CVR WHT
$0.00
$67.50
27101
SIGTRASHCAN CVRGRY
$0.00
$67.50
27102
SIG TRASHCAN CVR BLK
$0.00
$67.50
27103
SIG TRASHCAN CVR BLU
$0.00
$67.50
27104
SIGTRASHCAN CVRSND
$0.00
$67.50
27105
SIG TRASHCAN CVR LME
$0.00
$67.50
27106
SIG TRASHCAN CVR 0 R
$0.00
$67.50
27109
SIG TRASHCAN RFL BAG
$15.30
$15.30
27013
SIG AIR DSP ALU
$0.00
$18.00
27025
SIG AIR DSP STEEL
$0.4S
$54.00
27015
SIG AIR CVR RED
$0.00
$18.00
27016
ISIG AIR CVR WHITE
$0.00
$18.00
27017
ISIG AIR CVR STGRY
$0.00
$18.00
27018
SIG AIR CVR BLACK
$0.00
$18.00
27019
SIG AIR CVR BLUE
$0.00
$18.00
27020
SIG AIR CVR SND
$0.00
$18.00
27023
SIG AIR CVR LIME
$0.00
$18.00
27024
SIGAIR CVR ORANGE
$0.00
$18.00
Garment Schedule B Base
Cintas Co ... tion Confidential 7/8/2021
DocuSign Envelope ID: D10AF2C2-9E3D-44C3-AC95-68507C07BUE1
27026
SIG AIR SVC
$3.42
NA
27027
SIG AIR RFL CLEAN
$0.00
NA
27028
SIG AIR RFL MANGO
$0.00
NA
27029
SIG AIR RFL CITRUS
$0.00
NA
27030
SIG AIRADV DSP ALU
$0.45
$36.00
27040
SIG AIRADV DSP STEEL
$0.90
$72.00
27032
SIG AIRADV CVR RED
$0.00
$18.00
27033
SIG AIRADVCVR WHITE
$0.00
$18.00
27034
SIG ARADV CVR STGRY
$0.00
$18.00
27035
SIG ARADV CVR BLACK
$0.00
$18.00
27036
SIG ARADV CVR BLUE
$0.00
$18.00
27037
SIG ARADV CVR SND
$0.00
$18.00
27038
SIG ARADV CVR LIME
$0.00
$18.00
27039
SIG ARADV CVR ORANG
$0.00
$18.00
27026
SIG AIR SVC
$3.42
NA
27027
SIG AIR RFL CLEAN
$0.00
NA
27028
SIG AIR RFL MANGO
$0.00
NA
27029
SIG AIR RFL CITRUS
$0.00
NA
27045
SIG AUTOSOAP DSP ALU
$0.45
$76.50
27055
SIG AUTOSOAP DSP STL
$0.90
$117.00
27047
SIG AUTOSOAP CVR RED
$0.00
$18.00
27048
SIG AUTOSOAP CVR WHT
$0.00
$18.00
27049
ISIG AUTOSOAP CVR GRY
$0.00
$18.00
27050
SIG AUTOSOAP CVR BLK
$0.00
$18.00
27051
SIG AUTOSOAP CVR BLU
$0.00
$18.00
27052
SIG AUTOSOAP CVR SND
$0.00
$18.00
27053
SIG AUTOSOAP CVR LME
$0.00
$18.00
27054
SIG AUTOSOAP CVR ORG
$0.00
$18.00
27069
SIG SOAP SVC
$1.98
NA
27070
SIG SOAP RFL FOAM
$0.00
NA
08071
SIG SANT ALC FM RFL
$0.00
NA
08072
SIG SANT SVC
$2.79
NA
09560
SIG AB SOAP SVC
$2.52
NA
09561
SIG AB SOAP RFL
$0.00
NA
09559
SIG HND SANTZR STAND
$2.03
$225.00
27058
SIG SOAP DSP ALU
$0.00
$27.00
27068
SIG SOAP DSP STEEL
$0.45
$76.50
27060
SIG SOAP CVR RED
$0.00
$18.00
27061
SIG SOAP CVR WHITE
$0.00
$18.00
27062
SIG SOAP CVR STGRY
$0.00
$18.00
27063
SIG SOAP CVR BLACK
$0.00
$18.00
27064
ISIG SOAP CVR BLUE
$0.00
$18.00
27065
SIG SOAP CVR SND
$0.00
$18.00
27066
SIG SOAP CVR LIME
$0.00
$18.00
27067
SIG SOAP CVR ORANGE
$0.00
$18.00
27069
SIG SOAP SVC
$1.98
NA
27070
SIG SOAP RFL FOAM
$0.00
NA
08071
SIG SANT ALC FM RFL
$0.00
NA
08072
SIG SANT SVC
$2,79
NA
09560
SIG AB SOAP SVC
$2.52
NA
09561
SIG AB SOAP RFL
$0.00
NA
27084
SIG CLNSEAT DSP ALU
$0.00
$27.00
27094
SIG CLNSEAT DSP STL
$0.45
$67.50
27086
SIG CLNSEAT CVR RED
$0.00
$18.00
27087
ISIG CLNSEAT CVR WHT
$0.00
$18.00
27088
151GCLNSEAT CVR GRY
$0.00
$18.00
27089
SIG CLNSEAT CVR BILK
$0.00
$18,40
27090
SIG CLNSEAT CVR BLU
$0.00
$18.00
27091
SIG CLNSEAT CVR SND
$0.00
$18,00
27092
SIG CLNSEATCVR LME
$0.00
$18.00
27093
SIG CLNSEAT CVR ORG
$0.00
$18.00
27095
SIG CLNSEATSVC
$2.66
NA
27096
SIG CLNSEAT RFL
$0.00
NA
27110
SIG AUTODRIP DSP ALU
$0.00
$31.50
27120
SIG AUTODRIP DSP STL
$0.45
$67.50
27112
SIG ALITODRIP CVR RED
$0.00
$18.00
27113
SIG AiITODRIP CVR WHT
$0.00
$18.00
Garment Schedule B Base
ams [a ..... tlou C—firl ti.1 7/8/2mi
DocuSign Envelope ID: D10AF2C2-9E3D-44C3-AC95-68507C07B6E1
27114
SIG AUTODRIP CVR GRY
$0.00
$18.00
27115
SIG AUTODRIPCVR BLK
$0.00
$18.40
27116
SIG AUTODRIP CVR BLU
$0.00
$18.00
27117
SIG AUTODRIP CVR SND
$0.00
$18.00
27118
SIG AUTODRIP CVR LME
$0.00
$18.00
27114
ISIG AUTODRIP CVR ORG
$0.00
$18.00
27121
ISIG AUTODRIP SVC
$3.15
$31.50
All Facility Service items priced above for weekly service. EOW service will have unit price multiplied by 1.5. Monthly Service will have unit
price multiplied by 2.5. All Hygiene items priced above for weekly service and a monthly changeout. EOW changeouts will have unit price
multiplied by 2. Weekly changeouts will have unit price multiplied by 4.
'Additional items may be added to the program, provided Company offers CustomerOmnia approved pricing'
Name:
Title:
Signature.
Date:
Cintas Acceptance (Company): City of Denton Acceptance jCustomer):
Name:
Title:
Signature:
Date:
Garment Schedule B Base
DocuSign Envelope ID: D10AF2C2-9E3D-44C3-AC95-68507C07B6E9
Cintas/City of Denton Agreement - Attachment 8: Delivery Locations
Department Name
Delivery Address
Municipal Electric
8161Jim ChristalRoad,Denton,TX
Fleet Landfill Office
1527 S. Mayhill Road, Denton,TX
Wastewater
901Texas Street,#A, Denton, TX
Police Department
601E. Hickory Street, UnitE,Denton,TX
City Hall
215 E. McKinney Street, Denton, TX
Purchasing Department
901Texas Street, #B, Denton,TX
Water Metering
901Texas Street, #B, Denton,TX
Streets
1701Spencer Street, #B, Denton,TX
Engineering Department
901Texas Street, #A,Denton,TX
Airport
5000 Airport Road,Denton,TX
Landfill
901Texas Street, #B, Denton,TX
Water Reclamation
1100 Mayhill Street, Denton,TX
Traffic
869 S. Woodrow Lane, Denton,TX
PublkUbray
3020 N. Locust Street, Deton,TX
DME
3228 TeasleyLane,Denton,TX
Public Libray
502 Oakland Street, Denton,TX
Parks& Recreation
9401Lake Ray Roberts Dam Rd,Aubrey,TX
Denton Office
608 E. Hickory Street,#12, Denton, TX
'Additional City of Denton departments/facilities can be added for service, provided there is a
minimum of 24 months remaining on the agreement.'
Cintas Acceptance (Company):
City of Denton Acceptance (Customer):
Name:
Name:
Title:
Title:
Signature:
Signature:
Date:
I Date:
DocuSign Envelope ID: D10AF2C2-9E3D-44C3-AC95-68507C0766E1
Cintas/City of Denton - Attachment C: Buyback Items
Buybacks will not be enforced with this agreement, provided the garments utilized in the program
are the Cintas item numbers located in Attachment A, AND those garments do not require direct
embroidery or emblems that do not conform to the standard emblem sizes and emblem placements
used on the garments listed in Attachment A. If customer elects to utilize an emblem of a non-
standard size (i.e. - circle -shaped, larger or smaller than standard emblems, etc.), elects to have the
emblems on a non-standard location (shoulder, back, etc.), or elects to have the garments direct
embroidered, those garments will be subject to a buyback at the replacement costs listed on
Attachment A.
Cintas Acceptance (Company):
Name:
Title:
Signature:
City of Denton Acceptance (Customer):
Name:
Title:
Signature:
Date: Date:
DocuSign Envelope ID: D40AF2C2-9E3D-44C3-AC95-68507C07B6Ei
Cintas/City of Denton Agreement - Non -Appropriation of Funds
It is specifically understood and agreed, that in the event funds or insufficient funds are appropriated
and/or budgeted concerning the obligations under this Agreement on behalf of the City of Denton,
then the City of Denton shall notify Cintas and this Agreement shall therafter terminate and be null
and void on the last day of the fiscal period for which appropriations were made without penalty,
liability, or expense to the department(s) directly impacted by the insufficient funding for the City of
Denton.
Cintas Acceptance (Company): City of Denton Acceptance (Customer):
Name: Name:
Title:
Title:
Signature: Signature:
DocuSign Envelope ID: D10AF2C2-9E3D-44C3-AC95-68507C07B6E1
Cintas/City of Denton Agreement - Flame Resistant Garments
Cintas Corporation agrees to provide services to the agreed upon locations of the City of Denton as
governed by the Facility Solutions Agreement entered into on by and between Cintas
Corporation (Company) and the City of Denton (Customer). Both parties agree to the terms below:
1. Customer bears full responsibility for selecting the fabrics under this agreement. Customer
acknowledges that Company has made no warranty or covenant with respect to the flame -resistant
qualities of the fabrics or garments or with respect to the fitness or suitability of the fabrics or
garments for this purpose. Customer acknowledges that numerous manufacturers market fabrics
represented to be flame -resistant. Company makes no independent representation as to the flame -
resistant qualities of the fabric selected by Customer as compared to other available fabrics or fabrics
which may become available in the future except that, to Company's knowledge, the garments
adhere to all applicable federal, state, and local safety laws, requirements, or guidance. Customer
agrees to noify all employees of Customer who will be wearing the flame -resistant garments that the
garments are not designed for long term high heat exposure or for use around open flames and that
no representation is made as to the garment's ability to protect users from injury or death.
3. In consideration of the sizeable investment Company is making in flame -resistant garments,
Customer guarantees Company minimum weekly revenue equal to 70% of the initial invoice;
provided, however, the minimum weekly revenue amount will increase by an amount equal to 70%
of any increases in the weekly invoice.
Cintas Acceptance (Company):
Name:
Title:
Signature:
City of Denton Acceptance (Customer):
Name:
Title:
Signature:
Date: Date:
DocuSign Envelope ]D: D10AF2C2-9E3D-44C3-AC95-68507C07B6E1
Cintas/City of Denton Agreement - Enhanced Visibility Garments
Cintas Corporation agrees to provide services to the agreed upon locations of the City of Denton as
governed by the Facility Solutions Agreement entered into on by and between
Cintas Corporation (Company) and the City of Denton (Customer). Both parties agree to the terms
below:
For high visibility garments, Customer bears sole responsibility for: (a) determining the level of
visibility needed by wearers of the garments for their specific work conditions or uses; (b) identifying
and selecting which garments meet the required level of visibility for any particular work conditions
or uses; and (c) determining when garments require repair or replacement to meet the required level
of visibility. If garment needs to be replaced outside of normal wear and tear, the Customer will be
charged the then current replacement value, if not utilizing the Uniform Advantage Program.
Customer acknowledges and understands that the garments alone do not ensure visibility of the
wearer. Customer further acknowledges that Company is relying upon Customer to determine
whether any garments need repair or replacement to maintain the required level of visibility.
Company represents only that the garments supplied satisfy certain ANSI/ISEA standards to the
extent the garments are so labeled. Customer acknowledges that Company has made no other
representations, covenants, or warranties whether express or implied, related to the garments.
Cintas Acceptance (Company):
Name:
Title:
Signature:
City of Denton Acceptance (Customer):
Name:
Title:
Signature:
Date: Date:
DocuSign Envelope ID:❑10AF2C2-9E3[)-44C3-AC95-"507CO7B6E1
Exhibit D
City of Denton
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other
requirements included in the City of Denton's contract are applicable to contracts/purchase orders issued
by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after
referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of
the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's
proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict
between the provisions on the face of the contract/purchase order these written provisions will take
precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions, unless
exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5,
6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32
shall apply only to a solicitation to purchase services to be performed principally at the City's premises or
on public rights-of-way.
1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables
described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants,
and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be
effective as of the date the contract is signed by the City, and shall continue in effect until all obligations
are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in
accordance with good commercial practice and shall include a packing list showing the description of each
item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms
and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The
Contractor's name and address, (b) the City's name, address and purchase order or purchase release number
and the price agreement number if applicable, (c) Container number and total number of containers, e.g.
box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear
cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to
conform to all the requirements of common carriers and any applicable specification. The City's count or
weight shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the
deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when
the City actually receives and accepts the deliverables.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B.
point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise
stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges.
The City shall have the right to designate what method of transportation shall be used to ship the
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,
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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.
S. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must
fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-
complying tender shall constitute a breach and the Contractor shall not have the right to substitute a
conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify
the City of the intention to cure and may then make a conforming tender within the time allotted in the
contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites
where the Contractor is to perform the services as required in order for the Contractor to perform the
services in a timely and efficient manner, in accordance with and subject to the applicable security laws,
rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's
service requirements and specifications, the location and essential characteristics of the work sites, the
quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any
other condition or state of fact which could in any way affect performance of the Contractor's obligations
under the contract. The Contractor hereby releases and holds the City harmless from and against any
liability or claim for damages of any kind or nature if the actual site or service conditions differ from
expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City
Staff, participants and others on or near the City's facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the
services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in
participating or responding to a solicitation or while in the course and scope of delivering goods or services
under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law, except
as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances,
nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly
or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has
possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately
remove such worker from Contract services, and may not employ such worker again on Contract services
without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements of the
Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention
of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor
or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of
1996 (" IHURA) 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
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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 CIean Air Act (42 U.S.C. §7401 et seq.) and the
Federal Water Pollution Control Act, as amended, (33 U.S.C. § 1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice
must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery order
number and the master agreement number if applicable, the Department's Name, and the name of
the point of contact for the Department. Invoices shall be itemized and transportation charges, if any,
shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be
attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification
number on the invoice must exactly match the information in the Vendor's registration with the City. Unless
otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's
invoice.
C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables order
number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates
and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the
work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount.
The City will $rrnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty
(30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts
Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at
the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful
rate; except, if payment is not timely made for a reason for which the City may withhold payment
hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding
payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial
shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non -conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to provide, are filed;
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 by the
Contractor, 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
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or damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all required
attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes,
the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic
transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties
to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's
payment obligations are payable only and solely from funds Appropriated and available for this contract.
The absence of Appropriated or other lawfully available funds shall render the Contract null and void to
the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be
returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to
make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the
reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the
Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal
fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract
shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this
contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved
out of pocket expenses which are incurred in the connection with the performance of duties hereunder.
Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City
facilities shall not be reimbursed, unless otherwise negotiated.
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the
Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing
Manager no later than the 15th calendar day after completion of all work under the contract. Final payment,
retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted
by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have been
previously asserted in writing and not yet settled, (2) arising from defective work appearing after final
inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any
warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract,
including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to
audit; and ii, a waiver of all claims by the Contractor against the City other than those previously asserted
in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any
special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling
this order, such special tooling equipment and any process sheets related thereto shall become the property
of the City and shall be identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations pertaining
to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining
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,
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request. All books and records will be made available within a 50 mile radius of the City of Denton. The
cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an
overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be
borne by the Contractor which must be payable within five (5) business days of receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall
constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books",
"records", "documents" and "other evidence", as used above, shall be construed to include drafts and
electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final
printed document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall
comply with all requirements approved by the City. The Contractor shall not initially employ any
Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any
Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No
acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City
with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the
Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to
the Procurement Manager, no later than the tenth calendar day of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between
the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii, require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their contract,
insurance in the type and amounts specified for the Contractor, with the City being a named insured
as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all negligent acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own negligent 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.
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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 that it will launder FRC (as defined in
the Omnia Agreement) consistent with industry standards for FRC and will not launder inconsistent with
the FRC's manufacturer's warranty. 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 Contractor warrants that the deliverables shall be of
useable quality and, to the knowledge of Contractor, adheres to all applicable federal, state, and local safety
laws, requirements, or guidance for 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.
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 Contractor, and purchase conforming
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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 reasonable 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 mutually agreed 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 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
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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 parry 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, Ioss 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 INDEMNIFY AND HOLD THE CITY, ITS SUCCESSORS,
ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND
AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF OR RESULTING
FROM THE NEGLIGENT ACTS OF THE CONTRACTOR, OR THE CONTRACTOR'S
AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE
CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE
DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT
NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY
WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A for services only. The successful firm shall procure and
maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance
shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of
Denton.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed
to, as submitted to the City and approved by the City within the procurement process, for the
duration of the Contract, including extension options and hold over periods, and during any
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warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements
required to the City as verification of coverage prior to contract execution and within fourteen (14)
calendar days after written request from the City. Failure to provide the required Certificate of
Insurance may subject the Offer to disqualification from consideration for award. The Contractor
must also forward a Certificate of Insurance to the City whenever a previously identified policy
period has expired, or an extension option or hold over period is exercised, as verification of
continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and until such
insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or
decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of
liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to
the subcontractors commencing work on the project.
v. The Contractor's and all subcontractors' insurance coverage shall be written by companies
licensed to do business in the State of Texas at the time the policies are issued and shall be written
by companies with A.M. Best ratings of A- VII or better. The City will accept workers'
compensation coverage written by the Texas Workers' Compensation Insurance Fund.
vii. The "other" insurance clause shall not apply to the City where the City is an additional insured
shown on any policy.
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.
ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to
review certified copies of policies and endorsements thereto and may make any reasonable requests
for deletion or revision or modification of particular policy terms, conditions, limitations, or
exclusions except where policy provisions are established by law or regulations binding upon either
of the parties hereto or the underwriter on any such policies.
x. The City reserves the right to review the insurance requirements set forth during the effective
period of the Contract and to make reasonable adjustments to insurance coverage, limits, and
exclusions when deemed necessary and prudent by the City based upon changes in statutory law,
court decisions, the claims history of the industry or financial condition of the insurance company
as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse
during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if
any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate
of Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of
erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated
within the Contract.
xiv. The insurance coverage's specified in within the solicitation and requirements are required
minimums and are not intended to limit the responsibility or liability of the Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation
instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises
under or concerns the Contract, or which could have a material adverse effect on the Contractor's ability to
perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar
days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of
any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof;
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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 901 B
Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by
the Contractor to the City shall become property of the City upon receipt. Any portions of such material
claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public
nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government
Code.
36, NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and
warrants to the City that. (i) the Contractor shall provide the City good and indefeasible title to the
deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the
Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any
other intellectual property right of any kind of any third party; that no claims have been made by any person
or entity with respect to the ownership or operation of the deliverables and the Contractor does not know
of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and
hold the City harmless from and against all liability, damages, and costs (including court costs and
reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the
City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable,
license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or
(ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In
the event of any such claim, the City shall have the right to monitor such claim or at its option engage its
own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees that the City's
specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations
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
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circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential
Information.
38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests
throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to
disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees
to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific
inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and,
if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters
patent, in a form to be reasonably approved by the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that
upon their creation, such deliverables shall be considered as work made -for -hire by the Contractor for the
City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in
this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue
of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not
be considered works made -for -hire, the Contractor hereby assigns to the City (and agrees to cause each of
its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment
to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work
made -for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees
providing services to the City hereunder to execute, acknowledge, and deliver a work -made -for -hire
agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables
to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees
to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other
instruments which the City might reasonably deem necessary in order to apply for and obtain copyright
protection, mask work registration, trademark registration and/or protection, letters patent, or any similar
rights in any and all countries and in order to assign and convey to the City, its successors, assigns and
nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's
obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered)
instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the
termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain
copyright protection, mask work registration or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under
the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract must be
originally developed material unless otherwise specifically provided in the Contract. When material not
originally developed is included in a report in any form, the source shall be identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the
fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been
employed or retained to solicit or secure the Contract upon any agreement or understanding for commission,
percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established
commercial or selling agencies maintained by the Contractor for the purpose of securing business. For
breach or violation of this warranty, the City shall have the right, in addition to any other remedy available,
to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise
recover, the full amount of such commission, percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability
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if it is determined by the City that gratuities were offered or given by the Contractor or any agent or
representative of the Contractor to any officer or employee of the City of Denton with a view toward
securing the Contract or securing favorable treatment with respect to the awarding or amending or the
making of any determinations with respect to the performing of such contract. In the event the Contract is
canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and
remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such
gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee,
independent consultant, or elected official of the City who is involved in the development, evaluation, or
decision-making process of the performance of any solicitation shall have a financial interest, direct or
indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute
impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up
to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of
the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit
the City's Conflict of Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those
of an independent contractor. The Contractor agrees and understands that the Contract does not grant any
rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax,
withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City
employee benefit. The City shall not have supervision and control of the Contractor or any employee of the
Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the
attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee
under this agreement. The contractor is expressly free to advertise and perform services for other parties while
performing services for the City.
45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the
City and the Contractor and their respective successors and assigns, provided however, that no right or
interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the
prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void
unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on
any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party
beneficiaries to the Contract.
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 claire 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.
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48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive
statement of the terms of their agreement. No course of prior dealing between the parties or course of
performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract.
Although the Contract may have been substantially drafted by one party, it is the intent of the parties that
all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against
one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State
of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate
prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll
the running of a statute of limitations or to seek injunctive relief. Either party may make a written request
for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the
request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior
level individual with decision-making authority regarding the dispute. The purpose of this and any
subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30)
calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute,
they will proceed directly to mediation as described below. Negotiation may be waived by a written
agreement signed by both parties, in which event the parties may proceed directly to mediation as described
below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process,
the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with
resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good
faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as
mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained
in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator
within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the
Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in
mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The
City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent thein 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:
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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 Da observed
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls
on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00
am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or
work performance not within the normal hours of operation must be approved by the City Manager of
Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing
obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality
obligations of the parties, shall survive the expiration or termination of the Contract for a period of eighteen
(18) months.
54. NON -SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub -awards to parties that are
suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton
Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not
currently suspended or debarred from doing business with the Federal Government, as indicated by the
General Services Administration List of Parties Excluded from Federal Procurement and Non -Procurement
Programs, the State of Texas, or the City of Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory
employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed,
color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination
under any activities resulting from this 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 -
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(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined, produced, or
manufactured in the United States exceeds 50 percent of the cost of all its components. Components of
foreign origin of the same class or kind as those that the agency determines are not mined, produced, or
manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are
treated as domestic. Scrap generated, collected, and prepared for processing in the United States is
considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public
use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for
supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but
will consider for approval foreign articles as domestic for this product if the articles are on a list approved
by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating
that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of
foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information
presented in any response to this contract, whether amended or not, except as prohibited by law. Selection
of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be
licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent.
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or
supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must
comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the
Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the
offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with
all laws and regulations applicable to furnishing and performance of the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site
compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 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. 701 ET SEQ.) and
maintain a drug-free work environment; and the final rule, government -wide requirements for drug-free
work place (grants), issued by the Office of Management and Budget and the Department of Defense (32
CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is
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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 MA.IEURE: 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
Iegal 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 Parry 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.
1. Final negotiated contract
2. City's standard terms and conditions
3. Purchase order
4. Supplier terms and conditions
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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 2252908.
The contractor shall:
I . Log onto the State Ethics Conunission Website at :
https://www.ethics.state.ix.us/whatsnew/elf info forml295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasingReityofdenton.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.
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Exhibit F
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.
• 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.
• 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.
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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.-
[XI
oted:
[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.
[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
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Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000
policy limit for occupational disease. The City need not be named as an "Additional Insured" but
the insurer shall agree to waive all rights of subrogation against the City, its officials, agents,
employees and volunteers for any work performed for the City by the Named Insured. For building
or construction projects, the Contractor shall comply with the provisions of Attachment 1 in
accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers'
Compensation Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work
under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the
City as insured for property damage and bodily injury which may arise in the prosecution of the
work or Contractor's operations under this contract. Coverage shall be 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.
j ] 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 11100 91 12 11, Rigger's Liability Coverage
form. Said coverage shall mirror the limits provided by the CGL coverage
[ ] Commercial Crime
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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.
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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 §406.096) - includes all persons
or entities performing all or part of the services the contractor has undertaken to perform on
the project, regardless of whether that person contracted directly with the contractor and
regardless of whether that person has employees. This includes, without limitation,
independent contractors, subcontractors, leasing companies, motor carriers, owner -operators,
employees of any such entity, or employees of any entity which furnishes persons to provide
services on the project. "Services" include, without limitation, providing, hauling, or
delivering equipment or materials, or providing labor, transportation, or other service related
to a project. "Services" does not include activities unrelated to the project, such as
food/beverage vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any overage agreements, which meets the statutory requirements
of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing
services on the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental entity prior to being
awarded the contract.
D. if the coverage period shown on the contractor's current certificate of coverage ends during
the duration of the project, the contractor must, prior to the end of the coverage period, file a
new certificate of coverage with the governmental entity showing that coverage has been
extended.
E. The contractor shall obtain from each person providing services on a project, and provide to
the governmental entity:
1. a certificate of coverage, prior to that person beginning work on the project, so the
governmental entity will have on file certificates of coverage showing coverage for all
persons providing services on the project; and
2. no later than seven days after receipt by the contractor, a new certificate of coverage
showing extension of coverage, if the coverage period shown on the current certificate
of coverage ends during the duration of the project.
F. The contractor shall retain all required certificates of coverage for the duration of the project
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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
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.
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 -
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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.
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Exhibit G
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1
Name of vendor who has a business relationship with local governmental entity. CINTAS CORPORATION NO. 2
2 El
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7'" business
day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.
3 1 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
E7=
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes 1—_1 No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
F1 Yes E-1
No
D. Describe each employment or business and family relationship with the local government obiter named in this section.
4
0 I have no Conflict of Interest to disclose.
56ocusigned by:
8/25/2021
eWw.doing business with the governmental entity Date