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22-2199
ORDINANCE NO. 22-2199 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITHAMPERON HOLDINGS, INC., FOR LOAD FORECASTING SERVICES FOR DENTONMUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 8024 – AWARDED TO AMPERON HOLDINGS, INC., IN THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $252,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for load forecasting services for Denton Municipal Electric; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, this procurement was undertaken as part of the City’s governmental function; 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 acceptedherein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, or services shown in the “Request Proposals” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFPNUMBER CONTRACTOR AMOUNT 8024 Amperon Holdings, Inc.$252,000.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents . SECTION 3. That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates theauthority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by Br ;R\ Brc Ic and seconded by J cs sc o A„, I . This ordinance was passed and approved by the following vote U - M: Aye JZ,/,Z/./ Nay Abstain Absent Mayor Gerard Hudspeth:Vicki Byrd, District 1 : Brian Beck, District 2:Jesse Davis, District 3 : Alison Maguire, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: PASSED AND APPROVED this the in day of bIo VerA b'r ' 2022. ATTEST: ROSA RIOS, CITY SECRETARY b\\\11111111D APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella Lunn DN: cn=Marcella Lunn, o, ou=CitytIll Date: 2022.10.07 14:S6:14<)5'C)0' BY, W {\ \)N\Vb :rr:::i= lana Junn@cwddent7)nrr) DocuSign Envelope ID: ID7012ED-E28B4ADC-BB84-5D25AF7938C9 DENTON Docusign City Council Transmittal Coversheet RFP 1 8024 File Name LOAD FORECASTING SERVICES Purchasing Contact ChrIsta Chrjstlan City Council Target Date NOVEMBER 1 ’ 2022 Piggy Back Option Yes Contract Expiration Ordinance NOVEMBER 1, 2025 22-2199 DocuSign Envelope ID: ID7012ED-E28BdIADC-BB84-5D25AF7938C9 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND AMPERON HOLDINGS, INC. (CONTRACT 8024) THIS CONTRACT is made and entered into this date - - , by and between AMPERON HOLDINGS, INC. a DELAWARE corporation, whoseaddress is 2000 Crawford Street, Suite 1300, Houston, TX 77002, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. 11 01 2022 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 Contractor shall provide products and/or services in accordance with the City’s documentRFP 8024 – FORECASTING SERVICES – LOAD FORECASTING SERVICES, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contractconsists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) (b) (C) (d) (e)(f) (g) Special Terms and Conditions (Exhibit “A”); City of Denton’s RFP 8024 (Exhibit “B” on File at the Office of the PurchasingAgent);City of Denton Standard Terms and Conditions (Exhibit “C”); Insurance Requirements (Exhibit “D”); Certificate of Interested Parties Electronic Filing (Exhibit I'Et1); Contractor’s Proposal (Exhibit "F"); Form CIQ – Conflict of Interest Questionnaire (Exhibit "G't); 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 Contractor acknowledges that in accordance with Chapter 2271 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 Mls agreement, Contractor certifies that Contractor’s signature provides written verifIcation to the City that Contractor: (1) does notboycott 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. Contract # 8024 DocuSign Envelope ID: ID7012ED-E28BZIADC-BB&1-5D25AF7938C9 Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification hom the company that it (1) does not boycott energy companies; and (2) will not boycottenergy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifres that Contractor’s signature provides written verification tothe City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energycompanies 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 Boycotting Certain Firearm Entities and Firearm TradeAssociations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a fIrearm entity or firearm trade association,” “fIrearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By sIgnIng this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against afIrearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a fIrearm entity or fIrearm trade association. 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 Sections 2252 and 2270 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,Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapters 2252 and 2270, 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 considereda material breach. Termination Right for Contracts with Companies Doing Business with Certain Foreign-OwnedCompanies The City of Denton may terminate this Contract immediately without any further liability if _the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, orother designated country (ii) direCtly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designatedcountry 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. Contract # 8024 DocuSign Envelope ID: ID7012ED-E28Bz}AD.>25AF7938C9 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day fIrst above written. AMPELOHLgPJ{RINGS, INC.nIii:CITYW£nTw9N, TEXAS SMA H&,qZ9BY S.:Y, CITY MANAGER Printed Name: Sean Ke1 1 Y Title: CEO ATTEST: ROSA RIOS, CITY SECRETARY713-492-3902 PHONE NUMBER sean(gamperon . co EMAIL ADDRESS APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY2022- 939762 TEXAS ETHICS COMMISSION1295 CERTIFICATE NUMBER THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligationsand business terms. Antonio Puente PRINTED NAMESIGNATURE DME Genera1 Manager TITLE E1 ect ric DEPARTMENT Contract # 8024 DocuSign Envelope ID: ID7012ED-E28B2IADC-BB84-5D25AF7938C9 Exhibit A Special Terms and Conditions 1. Total Contract Amount rhe contract total for services shall not exceed $252,000. Pricing shall be per Exhibit F attached. i. The Quantities rhe quantities indicated on Exhibit F are estimates based upon the best available information. The City reserves the righ o increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchasl)rders will be issued on an as needed basis. i. Contract Terms rhe contract term will be three (3) years, effective from date of award or notice to proceed as determined by the City o )enton Purchasing Department. At the sole option of the City of Denton, the Contract may be further extended as needed lot to exceed a total of six (6) months. I. Price Escalation and De-escalation )n Supplier’s request in the form stated herein, the City will implement an escalation/de-escalation price adjustment annuall: )ased on these special terms. Any request for price adjustmept must be based on the, U.S Department of Labor, Bureau o Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will no :xceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will b€ ncreased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’ : >rice list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the state c :ligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplie ;hould provide documentation as percentage of each cost associated with the unit prices quoted for consideration. {equest must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at leas 50 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justificatioI =or the request. If no request is made, then it will be assumed that the current contract price will be in effect. Jpon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with thc general market price at the time, and become effective upon the renewal date of the contract award or reject the increase: vithin 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, th€ :ontractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cance11atioI vill not go into effect for 15 calendar days after a determination has been issued. Pre-price increase prices must be honore( )n orders dated up to the official date of the City of Denton approval and/or cancellation. rhe request can be sent by e-mail to: liurchasing@cityofdenton.com noting the solicitation nurhber. FIle City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 5. Performance Liquidated Damages :ontract # 8024 DocuSign Envelope ID: ID7012ED-E28BZIADC-BB84-5D25AF7938C9 Fhe Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specifie()erformance standards as outlined below: • Delivery beyond contracted lead times • Performance below contracted levels (services only) Fhe Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outline( rbove are not met in fall. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) o: nore performance standards outlined above are not met in fall. At the end of each month, the City will review the monthl: eports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. :ontract # 8024 DocuSign Envelope ID: ID7012ED-E28B4ADC-BB84-5D25AF7938C9 Exhibit C Standard Purchase Terms and Conditions Fhese standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirement ncluded in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafte eferred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviation: nust be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms anc Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein .f there is a conflict between the provisions on the face of the contract/purchase order these written provisions will tak€)recedence Fhe Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duI: roted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply one o a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services t( )e 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 thiSolicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract an( ill applicable Federal, State, and local laws, rules, and regulations. i. EFFECTIVE DATEfFERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the datthe contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the ontract ;. PROVISIONING. As soon as reasonably practicable after the Effective Date or as otherwise provided in a statement o vork: (i) City shall enable access to necessary energy usage data (“City Data“) in the manner as stipulated by Amperon (o )ptionally as mutually agreed upon by the parties); and (ii) Amperon shall provide to City the necessary passwords, securiq )rotocols, and/or network links to allow City to access the Deliverables. Upon completion of the foregoing (th€ 'PROVISIONING”), City may commence use of the Deliverables. For avoidance of doubt, if City fails to furnisl;ufficiently clean data, or provide access to industry-standard data sources (as defined by Amperon’s sole and absolut€ iiscretion), then Amperon shall have no obligation to deliver the Deliverables Until the data and/or access issues are resolved :ity will be solely responsible for the accuracy, completeness, and ongoing delivery of the City Data. t. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables unde esen'ation 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 actuall: eceives and accepts the deliverables. i. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of deliveq mless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’ i )rice shall be deemed to include all delivery and transportation charges. The City shall have the right to designate wha nethod of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but no imited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them,_and to reject defectiv€)r non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s =acilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish )r cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate sucl nspectlon. :ontract # 8024 DocuSign Envelope ID: ID7012ED-E28BZIADC-BB84-5D25AF7938C9 ; 1. INDEMNITY:\. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability oevery character, type or description, including all reasonable costs and expenses of litigation, mediation or othe: alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss o 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/o (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to an: person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’: subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-conforming deliverables (whert neither defective nor non-conforming include any aspects of accuracy, completeness, timeliness, or availability ofth€ deliverables), negligence, willful misconduct or a breach of any legally imposed strict liability standard. 3. THE CONTRACTOR SHAT,L DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THICITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESSFROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO=ONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTORtS\GENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S3BLIGATIONS UNDER THE CONTRACT, NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS]F THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEb:ONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM:ONTRACTOR)S CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS \GREEMENT, INCLUDING INDEMNIFICATION OBLIGATIONS, SHALL NOT EXCEED THE FEES PAIrBY CITY UNDER THE APPLICABLE ORDER IN THE PREVIOUS 12 MONTHS PRIOR TO THE DATE THICLAIM AROSE. ;2. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirement: ietailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in thc ninimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in thI State of Texas and satisfactory to the City of Denton. \. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitte( to the City and approved by the City within the procurement process, for the duration of the Contract, includin} extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the cie as verification of coverage prior to contract execution and within fourteen (14) calendar days after written reques from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification fron consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever I previously identified policy period has expired, or an extension option or hold over period is exercised, as verificatior of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance ha! been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of thc 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 subcontractor: commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do bushes: in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings o A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ CompensatioIInsurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as wel :ontract # 8024 DocuSign Envelope ID: ID7012ED-E28BZIADC-BB84-5D25AF7938C9 as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on an) policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella o Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shal follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copie: of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modificatioIof particular policy terms, conditions, limitations, or exclusions except where policy provisions are established b: 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 Contrac and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary an( prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financia 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 o the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated iI 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 tht 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 requjrements are required minimums and an not intended to limit the responsibility or liability of the Contractor. 3. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. ;3. CLAIMS: if any claim, demand, suit, or other action is asserted against the Contractor which arises under or concern: he Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contracto ;hall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notic€ o the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of thI ;laimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall bi ielivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the CitI\ttorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. ;4. NOTICES: Unless otherwise specified, all notices, requests, or other co{nmunications required or appropriate to be giveI WIder the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S )ostal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deeme( ielivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or othe ;ommercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, a It such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901 EFexas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. ;5. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor t( he City shall become property of the City upon receipt. Any portion$ of such material claimed by the Contractor to bc )roprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Publil :nformation Act, Chapter 552, and Texas Government Code. i6. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that:ontract # 8024 DocuSign Envelope ID: ID7012ED-E28BdIADC-BB84-5D25AF7938C9 ;. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply witl Ill provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breacl md the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance ha: lot yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender withirhe time allotted in the contract. ). PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contracto s to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, iI lccordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it ha: ;atisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristic: )f the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, an( my other condition or state of fact which could in any way affect performance of the Contractor’s obligations under th€ ;ontract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages o my kind or nature if the actual site or service conditions differ from expected conditions. rhe contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participant: md others on or near the City’s facilities. LO. WORKFORCE \. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which the) vill perform under the Contract. 3. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating o esponding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contrac )r 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 tht .erms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may sucl vorkers be intoxicated, or under the influence of alcohol or drugs, on the job.:. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient las knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under th€ nfluence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, an( nay not employ such worker again on Contract services without the City's prior written consent. [mmigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reforn md Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individual: rired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal ImmigratioI {eform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. ll. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’: Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, grId local health, safety Ind environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited t( hose promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, thc nost stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and agains III claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of thc :ontractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulation: ssued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 ef seq ) and the Federal Water Pollution Control Act is amended, (33 U.S.C. §125 1 ef seq ). :ontract # 8024 DocuSign Envelope ID: ID7012ED-E28BZIADC-BB84-5D25AF7938C9 12. INVOICES: \. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase elease after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent fo :ach shipment or delivery made. 3. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and thInaster agreement number if applicable, the Department’s Name, and the name of the point of contact for thI )epartment. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill o ading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance addres: md, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’: egistration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified orhe Contractor’s invoice. :. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearl: dentified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number Fime billed for labor shall be limited to hours actually worked at the work site. ). Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. !. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. Fhe City will fUrnish a tax exemption certificate upon request. L 3. PAYMENT: \. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar day: )f the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. 3. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of thI 'ate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is no imely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10:alendar days after the grounds for withholding payment have been resolved. :. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery rs stated above, provided that the invoice matches the shipment or delivery. ). The City may withhold or set off the entire payment or part of any payment otherwise due the :ontractor to such extent as may be necessary onaccount of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments an( supporting documentation; or vii. failure of the Contractor to comply with any material provision of the ContractDocuments :. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City ma) )ffset indebtedness owed the City through paynient withholding. ?. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds rhe Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made b);redit card or electronic funds transfer 3. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s paymen )bligations are payable only and solely from fbnds Appropriated and available for this contract. The absence ofAppropdatec :ontract # 8024 FIT DocuSign Envelope ID: ID7012ED-E28Bz}ADC-BB84-5D25AF7938C9 )r other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or availablt md any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor writteI lotice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under th€ :ontract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under thc :ontract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to thfIty 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by tht :ontractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and tht :ity shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connectioI vith the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor iI raveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. L 5. FINAL PAYMENT AND CLOSE-OUT: \. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor i: equired to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15tl;alendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if th€ :ontractor is not in compliance with the requirements as accepted by the City. 3. 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 iI vriting and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of th€ :ontractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’: ;ontinuing obligations under the Contract, including but not limited to indemnify and warranty obligations, or (5) arisin! alder the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previousl: lsserted in wtiting and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: if the price stated on the Offer includes the cost of any special tooling o ;pecial test equipment fabricated or required by the Contractor for the purpose of filling this order, such special toolin{:quipment and any process sheets related thereto shall become the property of the City and shall be identified by th€:ontractor as such. L 7. RIGHT TO AUDIT: \. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract Fhe Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and fiv€ /ears thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept unti Ill audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, WithiI en (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers md other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the cie ;imilar access to those documents. All books and records will be made avaiIQble within a 50 mile radius of the City o )enton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If al )verpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by thc :ontractor which must be payable within five (5) business days of receipt of an invoice. 3. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in tht :ity’s sole discretion, grounds for termination thereof. Each of the terms “b60ks”, “records”, “documents“ and “othe‘ widence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files art ;ubsequently used to generate or prepare a final printed document. L 8. SUBCONTRACTORS: \. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with al :ontract # 8024 DocuSign Envelope ID: ID7012ED-E28BZIADC-BBWI-5D25AF7938C9 -equirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in thI :ontractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has beer wcepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights o: emedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, tht :ontractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procuremen Vlanager, no later than the tenth calendar day of each month. 3. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor anc Subcontractor. The terms of the subcontract may not conflict with the terms of the :ontract, 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. :. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contracto s responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any sucl Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligatioI )n the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwis€ )e required by law. ). The Contractor shall pay each Subcontr4ctor its appropriate share of payments made to the Contractor not later than teI 10) calendar days after receipt of payment from the City. L 9. WARRANTY-PRICE: \. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders b) )thers for like deliverables under similar terms of purchase. 3. The Contractor certines that the prices in the Offer have been arrived at independently without consultation }ommunication, or agreement for the purpose of restricting competition, as to any matter relating to SIKh fees with any othe ’irm or with any competitor. :. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise ecover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables unde- ;imilar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnishec mder the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. Thc :ontractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. iI. WARRANTY – DELIVERABLES: The _Contractor warrants and represents that all deliverables sold the City unde'he Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to thc ;pecifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms ;ovenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, 4nd regulations, and industq :ontract # 8024 DocuSign Envelope ID: ID7012ED-E28B4ADC-BB84-5D25AF7938C9 ;odes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, an(lot used or reconditioned \. Recycled deliverables shall be clearly identified as such. 3. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempo do so shall be without force or effect :. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance o he deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or mori )f the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conformin} ieliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at n( rdditional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging an( ;hipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice o he breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timel) lotice shall not impair the City’s rights under this section. ). If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by thi :ity, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required t( )urchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event he Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverable:tom another source !. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, th€ :ontractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranq }annot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforc€ ;uch manufacturer’s warranty for the benefit of the City.T. THE DELIVERABLES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT IMPLIE[NARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TRADE USAGE, COURSI)F DEALING, COURSE OF PERFORMANCE, OR ANY WARRANTIES CONCERNING THE ACCURACY :OMPLETENESS, TIMELINESS OR AVAILABILITY OF THE PLATFORM. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under thI =ontract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepte( ndustry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State an( ocal laws, rules or regulations. \. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempo do so shall be without force or effect 3. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. I luring the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt o iemand perform the services again in accordance with above standard at no additional cost to the City. All costs incidenta o such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notic€ )f the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timel) lotice shall not impair the City’s rights under this section. :. If the Contractor is unable or unwilling to perform its services in accordance with the above gtqndard as required by thi :ity, then in addition to any other available remedy, the City may reduce the amount of services it may be required t( )urchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, tht :ontractor shall pay to the City upon demand the increased cost, if any, incunQd by the City to procure such services frommother source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: if, instead of mquirin} rnmediate correction or removal and replacement of defective or non-conforming deliverables, the City prefers to accept it he City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation o md determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to fina )ayment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defectivt )r non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City b):ontract # 8024 DocuSign Envelope ID: ID7012ED-E28BdIADC-BB84-5D25AF7938C9 he Contractor :4. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’: ntent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that n( rssurance is given within the time specified after demand is made, the demanding party may treat this failure as al mticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observe( )erforming in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the cie o be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that thI dolation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a resul )f the issuance of such Stop Work Notice. !6. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfull: )erform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance unde )aragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a materia nisrepresentation 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 terminat€ he Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of sucl rotice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove & he City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available unde aw or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as i esult of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, an( )rejudgment and post-judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor he City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contracto nay be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive omy other rightor remedy provided by law.!8. NO EXCESS OBLIGATIONS: -n the event the Contract spans multiple fiscal years, the City’s continuing performance under the Contract is contingen rpon the appropriation of funds to fulfill the requirements of the Contract by the City Council of the City of Denton. If thc :ity Council of the City of Denton fails to appropriate or allot the necessary funds, City shall issue written notice tc :ontractor that City may terminate the Contract without penalty, further duty, or obligation 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitte( )y the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legarction ;0. DELAYS: \. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in it! )est interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shal legotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to thi :ontract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of thi rotice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified iI )aragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. 3. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while an( o the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereigl;onduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contrac )erformance due to any of the foregoing causes, then the time for completion of the services will be extdnded; brovided rowever, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable perio( )f time reasonably necessary to overcome the effect of such failure to perform. :ontract # 8024 DocuSign Envelope ID: ID7012ED-E28BZIADC-BB84-5D25AF7938C9 i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied b: he Contractor in accordance with the specifications in the Contract will not infringe, directly or contdbutorily, any patent rademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims havl )een made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does no cnow of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the Cit) larmless nom and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and othe )rofessionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the right: lssociated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectua )roperty rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties state( n this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage it:)wn separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specification: egarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the cie nakes no warranty that the production, development, or delivery of such deliverables will not impact such warranties o=ontractor ;7 . CONFIDENTIALITY: in order to provide the deliverables to the City, Contractor may require access to certain of thi :ity’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidentia (now-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 thc /aluable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of thI :onfidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees ;ubcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence anc ;hall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prio vritten consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Informatiol s required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provide( he Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seel m appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor use: vithin its own business to protect its own most valuable information, which protective measures shall under all circumstance: )e at least reasonable measures to ensure the continued confidentiality of the Confidential Information. ;8. OWNERSHIP AND USE OF DELIVERABLES: Contractor grants to City a non-exclusive, non-transferable right t( lse and access the deliverables solely for City’s own internal business purposes. i9. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developec naterial unless otherwise specifically provided in the Contract. When material not originally developed is included in : eport in any form, the source shall be identified. lO. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the Cit) las entered into the Contract, except to the extent required by law. II. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained t( ;olicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingen ’ee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor fo he purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to an) )ther remedy available, to cancel the Contract without liability and to deduct from any -amounts owed to the Contractor, o- )therwise recover, the full amount of such commission, percentage, brokerage or contingent fee. +2. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determine( )y the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to an) )fficer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment witl =ontract # 8024 DocuSign Envelope ID: ID7012ED-E28BZIADC-BB84-5D25AF7938C9 'espect to the awarding or amending or the making of any determinations with respect to the performing of such contract. II he event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any othe. lghts and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 13. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independen =onsultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of tht )erformance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitatior is defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willfb1 violation o his section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinarj lotion up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of th€ :ontractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict o 'nterest Questionnaire. 14. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship I partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agree: md understands that the Contract does not grant any rights or privileges established for employees of the City of Denton Fexas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation x any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of th€ :ontractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attache< ;pecifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement Fhe contractor is expressly Bee to advertise and perform services for other parties while performing services for the City. 15. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and tht :ontractor and their respective successors and assigns, provided however Contractor notifies City of such delegation 30 day: )rior. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the ntention of the parties that there are no third party beneficiaries to the Contract. Fhe Vendor shall notify the City’s Purchasing Manager, in writing, of a company name )wnership, or address change for the purpose of maintaining updated City records. Thc )resident of the company or authorized official must sign the letter. A letter indicatini :hanges in a company name or ownership must be accompanied with supporting lega iocumentation such as an updated W-9, documents filed with the state indicating sucl ;hange, copy of the board of director’s resolution approving the action, or an executec nerger or acquisition agreement. Failure to do so may adversely impact future invoic€ )ayments. 16. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver o enunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed bI he aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other part) ;hall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express o- mplied acceptance of any other existing or future default or defaults, whether of a similar or different character. 17. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printe( )r similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms ;ovenants, and conditions of the Contract. +8. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the term: )f their agreement. No course of prior dealing betweeh the parties or course of performance or usage of the trade shall bt elevant to supplement or explain any term used in the Contract. Although the Contract may have been substaatially drafte( )y one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading n( )rovisions more strictly against one party or the other. Whenever a term defined by the Uniform Comlnercial Code, a: =ontract # 8024 DocuSign Envelope ID: ID7012ED-E28B-4ADC-BB84-5D25AF7938C9 :nacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in th€ontract +9. DISPUTE RESOLUTION: \. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting I suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitation: )r to seek injunctive relief. Either party may make a written request for a meeting between representatives of each part) vithin fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shal nclude, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose o his and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30 ;alendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will procee( iirectly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in whicl :vent the parties may proceed directly to mediation as described below. 3. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties ma: ;elect, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Shoulc hey choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to giv€ ;onsideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relyin} )n the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the partie: =ail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall b€ ;elected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediatioI n good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor wil ;hare the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants o lttorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas ncluding, when applicable, the Uniform Commercial Code as adopted in Texas, V. T.C. A., Bus. & Comm. Code, Chapter 1 3xcluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issue: uising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to th€ :xclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restric he right or ability of the City to seek and secure injunctive relief from any competQnt authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect tht /alidity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed hon he Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particula )onion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision witl I valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shal lot prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to bt/oid 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) Martin Luther King, Jr. DayMemorial DayJuneteenth ldence DaInde- :ontract # 8024 DocuSign Envelope ID: ID7012ED-E28BZIADC-BB84-5D25AF7938C9 Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed)Christmas Day (observed :f a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it wiI >e observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday througl ?riday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours o )peration 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 thi >aRies, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive thI :xpiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: Fhe City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended o iebarred or whose principals are suspended or debaned from Federal, State, or City of Denton Contracts. By accepting : :ontract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debaned from doin! )usiness with the Federal Government, as indicated by the General Services Administration List of Parties Excluded fron ?ederal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY \. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employmen )ractice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or nationa )rigin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. 3. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall )ngage 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) rhe following federally nmded requirements are applicable. A. Definitions. As used in this paragraph – . "Component" means an article, material, or supply incorporated directly into an end product. i. "Cost of components" means - 1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place o ncorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whethe)r 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, includin$ ransportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cos )f components does not include any costs associated with the manufacture of the end product. ii. "Domestic end product" means- 1 ) An unmanufactured end product mined or produced in the United States; or 2) An end product manufactured in the Uni jed States, if the cost of its components mined, produced, or manufactured in tht Jnited States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kinc IS those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably availabl€ ;ommercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared fo )rocessing in the United States is considered domestic. v. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. 1. "Foreign end product" means an end product other than a domestic end product. /i. "United States" means the 50 States, the District of Columbia, and outlying areas. :ontract # 8024 [ ‘ DocuSign Envelope ID: ID7012ED-E28BdIADC-BB84-5D25AF7938C9 3. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired folse in the United States. :. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider fo rpproval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency Fhe Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list ). The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign en( )roducts 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 an: esponse to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal doe: lot affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by thi State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United State: )epanment of Labor Davis-Bacon Wage Determination at http://www.doI.gov/whd/contracts/dbra.htm and at the Wagl )eterminations website www.wdol.gov for Denton County, Texas (WD-2509). 50. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall compl: vith all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times ncluding, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of thi Fexas Penal Code, which prohibits the offering or conferring of benefits to public servantg. The Respondent shall give al rotices and comply with all laws and regulations applicable to furnishing and performance of the Contract. il. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with thI Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance o ?orm W-2’s to common law employees. Respondent is responsible for both federal and State unemployment insuranc€ ;overage and standard Workers ’ Compensation insurance coverage. Respondent shall ensure compliance with all federal an( State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for an) Jnemployment or Workers’ Compensation coverage, or federal or State withholding requirements. Contractor shal ndemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach ohis Section 52. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Plac€ \ct of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment md the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management an( 3udget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free won )lace Act of 1988 is incorporated by reference and thecontractor shall comply with the relevant provisionst hereof, includin} my amendments to the final rule that may hereafter be issued. 53. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liablt =or all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and it: :mployees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with an: )erformance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing o my such damage within one (1) calendar day. 54. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performanc€ rnder the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or othe- rnavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under thi: Section, the Respondent will be excused from any further performance or observance of the requirements so affected for a: :ontract # 8024 DocuSign Envelope ID: ID7012ED-E28BJFADC-BB84-5D25AF7938C9 ong as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommenc€ )erformance or observance whenever and to whatever extent possible without delay. The Respondent shall immediatel) lotify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days o he inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performanct )r delay in performance. 55. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will no rffect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise o )artial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwis€ rffect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waive )f any continuing or succeeding breach. 56. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in an:vay intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City o- )enton may have by operation of law. 57. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records Ind any other records or books relating to the performances called for in the Contract. The Respondent shall retain all sucl ecords for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfie( hat all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books ecords and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entiq hat has authority to review records due to federal fLmds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order o Jrecedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contraclocuments to the extent of such conflict. 1.2.3.4. 5. Final negotiated contractRFP/Bid documents City’s standard terms and conditionsPurchase order Supplier terms and conditions :ontract # 8024 HI =-:+ : ' ; a tr qjn in nI a rH := 1 = === X = n = DocuSign Envelope ID: ID7012ED-E28B2IADC-BB84-5D25AF7938C9 Exhibit D INSURANCE REQUIREMENTS ANDWORKERS’ COMPENSATION REQUIREMENTS Jpon contract execution, all insurance requirements shall become contractual obligations, which the successful contracto shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Nithout limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide ancmaintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimun nsurance coverage as indicated hereinafter. 3ontractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicabltlddendum or endorsements, containing the contract number and title of the project. Contractor may, upon writtel’equest to the Purchasing Department, ask for clarification of any insurance requirements at any time; however:ontractor shall not commence any work or deliver any material until he or she receives notification that tht:ontract has been accepted, approved, and signed by the City of Denton. 411 insurance policies proposed or obtained in satisfaction of these requirements shall comply with the followin!)eneral specifications, and shall be maintained in compliance with these general specifications throughout tht]uration 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. Bes 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 insure 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 relatecinvestigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following:• •Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. • That such insurance is primary to any other insurance available to the Additional Insured with respect t(claims covered under the policy and that this insurance applies separately to each insured against whomclaim is made or suit is brought. The inclusion of more than one insured shall not operate to increase thc insurer's limit of liability. • Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, an(volunteers . • Cancellation: City requires 30 day written notice should any of the policies described on the certificate btcancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain sucFcoverage continuously throughout the term of this contract and, without lapse, for a period of three years beyoncthe contract expiration, such that occurrences arising during the contract term which give rise to claims made afte 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 aggregat€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 Liabilit) :ontract # 8024 B DocuSign Envelope ID: ID7012ED-E28B2IADC-BB84-5D25AF7938C9 Insurance. •Should any required insurance lapse during the contract term, requests for payments originating after such laps€shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by thi:contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate thi£agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: 411 insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with tht'ollowing marked specifications, and shall be maintained in compliance with these additional specification:'hroughout the duration of the Contract, or longer, if so noted: ]A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided an( maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or ira 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, independencontractors, 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 (XCUexposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liabilit!and broad form property damage liability.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 wiIinclude bodily injury and property damage liability arising out of the operation, maintenance and use of alautomobiles 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. ] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting thc minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,00( :ontract # 8024 DocuSign Envelope ID: ID7012ED-E28Bz}ADC-BB84-5D25AF7938C9 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The Cibneed not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation agains 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 accordanc€with 5406.096 of the Texas Labor Code and rule 28TAC 1 10.110 of the Texas Workers’ Compensation Commissior(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 contractan Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damag€and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contractCoverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company thacarries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury an(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 contractoleases 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, error: or omissions in connection with professional services is required under this Agreement. ] ] ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shalinclude 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 Liabilit) endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or througtISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by thc CGL coverage ]Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglar) 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 hire§. This type insurance should be required if the contractor ha:access to City funds. Limits of not less than $ each occurrence are required. ] Additional Insurance :ontract # 8024 DocuSign Envelope ID: ID7012ED-E28BZIADC-BB84-5D25AF7938C9 Other insurance may be required on an individual basis for extra hazardous contracts and specific servic€agreements. If such additional insurance is required for a specific contract, that requirement will be described in thc "Specific Conditions" of the contract specifications. :ontract # 8024 DocuSign Envelope ID: ID7012ED-E28BdIADC-BB84-5D25AF7938C9 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 t(self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, o TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity': 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 thc contractor's/person's work on the project has been completed and accepted by the governmenta entity Persons providing services on the project ("subcontractor" in 5406.096) - includes all persons oentities performing all or part of the services the contractor has undertaken to perform on the projectregardless of whether that person contracted directly with the contractor and regardless of whethe that person has employees. This includes, without limitation, independent contractors, subcontractorsleasing companies, motor carriers, owner-operators, employees of any such entity, or employees oany entity which furnishes persons to provide services on the project. "Services" include, withou limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportationor other service related to a project. "Services" does not include activities unrelated to the projectsuch 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 payrol amounts and filing of any overage agreements, which meets the statutory requirements of Texas LaboCode, Section 401.011 (44) for all employees of the Contractor providing services on the project, fothe duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awardecthe 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 certificat€ 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 governmenta 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 end€during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and fo one year thereafter. :ontract # 8024 DocuSign Envelope ID: ID7012ED-E28BZIADC-BB84-5D25AF7938C9 G. The contractor shall notify the governmental entity in writing by certified mail or personal deliverywithin 10 days after the contractor knew or should have known, of any change that materially affect: 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 thcTexas Workers' Compensation Commission, informing all persons providing services on the projec that they are required to be covered, and stating how a person may verify coverage and report lack ocoverage. I. The contractor shall contractually require each person with whom it contracts to provide services on i 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, Sectior401.011 (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 coverag€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 showingextension of coverage, if the coverage period shown on the current certificate Qf coverage end£ 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 coverag€period, if the coverage period shown on the current certificate of coverage ends during thc duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one yeathereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days aftethe person knew or should have known, of any change that materially affects the provision ocoverage 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 providingservices J.By signing this contract or providing or causing to be provided a certificate of coverage, the contracto is representing to the governmental entity that all employees of the contractor who will provide service€ on the project will be covered by workers' compensation coverage for the duration of the project, thathe coverage will be based on proper reporting of classification codes and payroll amounts, and thaall coverage agreements will bb filed with the appropriate insurance carrier or, in the case of a self insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, o :ontract # 8024 DocuSign Envelope ID: I D7012ED-E28BdIADC-BB84-5D25AF7938C9 other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contracto which entitles the governmental entity to declare the contract void if the contractor does not remed) the breach within ten days after receipt of notice of breach from the governmental entity. =ontract # 8024 DocuSign Envelope ID: ID7012ED-E28B4ADC-BB84-5D25AF7938C9 Exhibit E Certificate of Interested Parties Electronic Filing h 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The lav ;tates that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Forn 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rule: equiring the business entity to file Form 1295 electronically with the Commission. =ontractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordanclvith Government Code 2252.908. Fhe contractor shall: L ) ; t ). ). Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/filinginfo/1295/ Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to purchasing@cityofdenton.com with the contract number in the subject line. Form 1295) (EX: Contract 1234 Fhe City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Fom 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. :ontract # 8024 DocuSign Envelope ID: ID7012ED-E28BZIADC-BB84-5D25AF7938C9 Amperon Holdings, Inc. 2000 Crawford St Ste 1300 Houston TX 77002 Christa Christian /The City of Denton - Purchasing901-B Texas Street Ste 290 The City of Denton, TX 76209 USA (Via Ionwave) Re: RFP 8024 (Forecasting Services) Dear Sir or Madam, On behalf ofAmperon Holdings, Inc (“Amperon”) I am pleased to provide the attached response to bid invitation 8024 “Forecasting Services” by the City of Denton for the Denton Municipal Electric (DME). Amperon is a leader in providing high performance load forecasting based on data intelligence derived from a mix of weather data (forecast and historical) as well as metered consumption data. Delivering power is increasingly complex, especially for municipalities in a rapidly changing energy environment. That means understanding a more complex supply environment with premise storage, net metering, time-of-use rates, demand response programs, electric vehicles, and a raft of behind-the-meter innovation require a much more sophisticated demand model. Enabling companies to operate effectively in this evolving market is what Amperon was created to do. Some highlights from our proposal include: ' $0 1mplementation. • Onboard in days not months. • No additional support staff costs. • No in#astructure costs or impact. • We are proven in Texas - 1.6M ERCOT meters and counting. Thank you again for this opportunity to propose our demand forecasting solutions. We look forward to working with the City of Denton team to complete the contracting needed, meet your deadlines, and officially welcome you as an Amperon customer. If you have any questions, please feel Bee to reach out to me directly at (713) 492-3902 or via email at sean@amperon.co. Regards, :5&aMI4@ Sean Kelly aCEO Amperon Holdings, Inc. DocuSign Envelope ID: ID7012ED-E28Bz}ADC-BB84-5D25AF7938C9 Response to RFP 8024 Forecasting Servicesfor The City of Denton CITYOFDENTON Amperon Holdings, Inc. Prepared by Sean Kelly (sean@amperon.co) Contents Our Solution . . Included Capabilities DocuSign Envelope ID: ID7012ED-E28B2IADC-BB84-5D25AF7938C9 Alignment to The City of Denton’s Requirements ....................... Error! Bookmark notdefined. Proposed Fee Schedule...............................................................................................,...........,...,4 Appendix A: The City of Denton Visualizations .........................................................................5 Appendix B: Bidders Qualifications & Leadership .....................................................................8 Awards & Recognition ............................................................................................................8 Key Team Members ................................................................................................................8 Appendix C: Client References .................................................. Error! Bookmark not defined. DocuSign Envelope ID: ID7012ED-E28B2IADC-BB84-5D25AF7938C9 Our Solution Amperon provides a Software as a Service (SaaS) platform that delivers industry leading analytical capabilities, automated data integrations and extreme scalability with the shortest implementation time in the industry. Some highlights: Amperon delivers the most accurate load forecasts in the industry, forecasting millions of meters every hour, every day, representing over 20 GW of load for Load Serving Entities (LSEs) and providing grid-scale forecasts in major US, Canadian and Australian markets. More than 35 leading LSEs rely on our data to understand changing customer behaviors while managing risk and compliance obligations. They understand that forecasting customer energy needs has never been easy, subject to vagaries of weather and supply, but today it has become tremendously complex. Renewable energy credits, carbon taxes, decarbonization, rooftop PV, premise battery storage, community solar, vehicle electrification, heat pump transition, water heater replacement... the list of challenges goes on. Enabling communities and consumers to successfully operate in a transitioning energy economy is why Amperon is here. In developing this proposal to Denton Municipal Electric (DME) we focused on developing a scope, support and pricing approach that is: Feature Complete. Amperon’s platform represents millions of dollars in investment, thousands of hours of engineering and award-winning data science that has been recognized around the globe. We bring a cutting-edge UX, models proven in the most PV-intense market in the world, economic forecasts that deal with attrition and market uptake, and long-term forecasts that support operational excellence, cash flow, capital spending, compliance and customer engagement functions. Innovative. Amperon is on the cutting edge of innovation in technology and aligning to emerging energy trends. For example, we have been the leader in forecasting the highest rooftop PV penetrated market in the world (Australia), providing our forecasts to the grId operator (AEMO) for over 3 years and building models that deal with the value and burden of PV; weather intermittency, storage carry thru, radiance variability, etc. Our CP Alert platform can deliver Coincidental peak alerts to you or your customers to support energy efficiency and costeffectiveness. Future Forward. The challenge and forecasting in electricity lie Behind the Meter (BTM). Forecasting needs to detect growth in areas like the deployment of PV, EV and storage as well as high load motors/pumps and on-demand hot water. Amperon’s platform provides analytics that break and forecast profile-specific loads and applying their influence/impact t6 the forecaststhemselves. Fast to Deploy. 3 Weeks. Amperon represents millions of dollars in investment and years of engineering and data science excellence by true energy industry professionals that can be deployed in 3 weeks. No custom build, open-source starter kit or leveraged project framework can deliver the capabilities, scale, reliability, and security that Amperon’s SaaS -based platform provides with negligible effort by the DME team. DocuSign Envelope ID: ID7012ED-E28BZIADC-BB84-5D25AF7938C9 Constantly Innovating. As an Amperon customer, you enjoy the benefits of new functionality when added to your subscription as it is developed, at no additional cost. Your customer is not static, regulations aren’t static, technology is not static, and the energy eco-system is not static. Why settle for a solution that is? Amperon is your partner for constant innovation, not acontractor for a one-time build. Included Capabilities Short-Term Forecast • Spans 360 hours, updated once per hour. Track changes in hourly forecast updates over the last 72 hours. Temperature visualized. Available via API, FTP upload, or viewed in our visualization dashboard. Includes weather scenario modeling, where an analyst can input +/-1, +/-3, and +/-5degree deltas from the current weather forecast for the next 7 days, to simulate any specificextreme weather scenario. • • • • Mid-Term Forecast • Spans 5 years updated weekly. Includes weather statistical simulations and scenarios. Temperature visualized. Available via API, FTP upload, or viewed in our visualization dashboard.• • View forecast by load zone, weather zone, premise type, profile and more. Weather • Updated ERCOT weather across major cities (15 days). Includes weather scenarios Access to PhD Meteorologist, Dr. Mark Shipham. Dashboard Visualization Suite Amperon provides an extensive suite ofvisualizations for both the mid- and short-term forecasting solutions. Full access to the visualization suite is included with the mid- and shortterm forecasting solutions, with capabilities including: • • • • •360-hour (15 day) forecasts updated hourly. Hedge overlays. Settlements throughpreferred forward curve upload. Trade capture. Custom report downloads. Export of all visualization data to CSV or via API. Meter level forecast views • • • • :--:::T&X_' :--. I=1: i DocuSign Envelope ID: ID7012ED-E28BZIADC-BB84-5D25AF7938C9 Security & Privacy• Amperon is fully SOC II compliant. • Provides for standard password authentication. • Provides for 2FA enhanced authentication. •Amperon appreciates that customer specific data including SAIDs, historical usages, profile classes, address, enrollments, and drops can dramatically improve forecasts, but we respect your customer’s privacy. Our system is purpose built to segregate data, with confidential data strictly isolated across separate physical database instances and encrypted at rest. DocuSign Envelope ID: ID7012ED-E28BZIADC-BB84-5D25AF7938C9 Proposed Fee Schedule Amperon realizes that municipalities appreciate financial certainty when entering into contracts. Below are the aspects of our costs that you should be aware of related to the proposed modules: • • • • Implementation: There are $0 implementation costs for the implementation and configuration of the Amperon system. Additional License Fee: There are $0 annual license or per user fees for the Amperon system. Other Expenses (e.g., network charges, storage charges, CPU charges) : There are SOadditional fees. Platform Fee: 1-Year: $108,000 -or- 3-Year: $216,000 ($72,000/year). Description 1 Year Term SO $8,000/month 3 Year Term SO $6,000/monthAMPRetailDME Territory Short-Term and LongTerm Forecast ERCOT Grid Forecast Weather Forecast Total Annual Fee AMP(;rid AMPCast $1,000/month SO $108,000/year SO SO $72,000/year Instead of a complex nickel and dime and upcharge model, Amperon enters multi-year contracts based on what matters to our clients – predictable costs. Appendix A: Visualizations 1 M & T :Ip DocuSign Envelope ID: ID7012ED-E28B4ADC-BB84-5D25AF7938C9 Cunetx VIew Hnoaol Rx8cansltHERCOT SV A Hlde WeatherHeRHedges Peaks Loss AfFJsted Day.Aluad Fueag O 06/09/2021 06/23/2021 Export CSV a O UPn Figure 1 : Amperon 15-dcw forecast with tenrpel'ature overlaY for The (IfF of Denton CurrBq VIew R€xJuton I04ERCOT LTF Hou W e LTF / TOTAL I Hourly Date Rang# Expat Image n Ex;nnCSV & LoIS-Term FHeQft©R+da2a21 Mal yQ3 PU CDT Figure 2: Mid-Tenn Forecast for The City ofDenton (3Years Shown) DocuSign Envelope ID: ID7012ED-E28BdIADC-BB84-5D25AF7938C9 Currwx Vw/I(KERCOT HrStonal MWh $a Hide Weather Date R&vIBe OyD9/2020 Loss AdJusted Expoftlma8e Q &poaCSV a 064>6/202 1 HbW£aI / wat / +WHat /TCYTAL / bk>I#ty „I'*W~#lt~th$t Figure 3: The City of Denton Historical load eb,lntWe3nt F i: -rJ =rrp qRE)D [ t C LUNn C£iPg RF a PH SUr B8e Bt • 8\+ap• det:l+ul+h+++•. BaR fbI Arte+S-F +iT +l'faBIIE .3IF aSlf In 6/12+!'+ IF71'F -+3+aT HTn :: I IF .3’; All Tin 1/11+S'f +lee +IFIatI .1:1 .3IF 83BC Figure 4: ERCOT Grid I/fell’ Forecast with weather scenarios - T=%&_ I -- DocuSign Envelope ID: ID7012ED-E28B2IADC-BB84-5D25AF7938C9 H4rwy CXr000n O 5 Year Normals 10 year Normals 30 Year Normals ThuJun 10 81.87G+tvett en Heu£ten Tyler Ibn 77/90DaIES 81812 8Qf91 80/90 7qf9QCorFU Ctvisd 76/91 75/32AnOn &B92 Tt193UtAllen W,dJun 9 82l87 WedJun 16 Thu)un 17 FriJun 18 SatJun 19 SunJul 20 Um Jun 21 M• Wi€hit4 F•lb Laude e: in 7aIQt 76/IDl 74f93 H/TOO Erunnbte Amy>Cast qxkted. 202 itnin gin at caT Cde Le8ard;al•EBB Figure 5: ERCOT Weather by City DocuSign Envelope ID: ID7012ED D25AF7938C9B Appendix B: Bidders Qualifications & Leadership The Amperon team is comprised of proven leaders in a range of areas including energy market management, energy trading, energy forecasting, AI/machine learning, meteorology, and data engineering. Today, Amperon manages roughly 1 million service points across PJM, ERCOT, NYISO, ISO-NE, MISO, CAISO and AEMO (Australian Power Grid Operator) through our customers in those grid regions. Our customers include a range of cooperatives, municipalities, energy retailers, grid operators, and institutional traders. We have included some of those namedin our customer reference section below. As a proven solution, Amperon consistently beats ISO-provided MAPE by as much as 30%. Amperon’s retail-level load obligation forecasts represent a reduction of cost-to-serve of up to 10 percentage points for any given electricity supplier, and our customers tell us they get back hours in their week as they no longer must assemble, correlate and clean various data sets. Awards & Recognition Amperon has received numerous awards and accolades, including, • • • • • • International Conference on Machine Learning (ICML). Amperon published an overview of our ERCOT model in the Climate Change Workshop track of this leading AI journal. 2018 BFCom Energy Load Forecasting Competition. First place entry. Competitors included 142 data scientists/companies from 26 countries. 2019 Urban Future Prize Competition. First place winner, “Smart Grid” track. Accepted into ACRE / Urban Future Lab incubator. 2021 TEPA (The Energy Professionals Association) Affiliate of the Year 2022 Distributech Initiate Winner for Emerging Energy Technology Key Team Members Sean Kelly – Chief Executive Officer and cofounder Sean is a veteran in the energy markets and Amperon’s CEO. Since 2005 Sean has been active in the evolving energy trading markets, working for Tenaska, Lehman, EDF, and E.On, as well as several family offices and proprietary trading firms. While at EDF, he led the transition of two nuclear plants (Nine Mile and Girma) into the NYISO market, then led the buildout of E.On’s North American trading desk. Joined by a team of deep domain experts in energy trading and market risk management, he co-founded Bridge Energy Consulting (sold to Ablireo Energy in 2019), providing energy management services and solutions to clients looking for new ways to operate effectively in a fast-changing market. In 2017 he co-founded Amperon as a way of combining leading edge thinking in energy forecasting with cutting edge analytical technology. Abe StaIrway – Chief Technology Officer and cofounder Abe is Amperon’s Chief Technology Officer, a recognized leader in data science and a proven entrepren9ur. Abc’s first company was Hacker League, a company whose technology platform was widely adopted by technology innovators to support hackathons. He sold Hacker League to Intel in 2013, and his work has since spanned a variety of top engineering and data science teams, DocuSign Envelope ID: ID7012ED-E28BZIADC-BB84-5D25AF7938C9 including roles at Etsy, Planet Labs, and McKinsey. Abe has worked on large scale timeseries anomaly detection systems, telemetry platforms for low earth orbit satellites, insidertrading detection systems, and much more – all at the confluence of real-time machine learning on massive datasets. He has published AI papers in several venues including the International Conference on Machine Learning (ICML) and the Web international Search and Data Mining (WSDM) conference. In 2020, Abe was selected by Forbes as a 30 Under 30 honoree in the Energy category. Dr. Ydo Wexler (PhD) – Chief Data Scientist Dr. Ydo Wexler (PhD, Computer Science; Technion – Israel Institute of Technology) is rhnperon’s Chief Data Scientist. Dr. Wexler brings over twenty years of computer and data science experience across high frequency trading firms and research labs including Microsoft Research and IBM Research, with a focus on machine learning and multi-phase forecasting. He has published over 20 papers in various machine learning and AI journals, including NIPS, ACM, and the Journal of Artificial Intelligence Research. Dr. Mark Shipham (PhD) – Chief Meteorologist Dr. Mark Shipham (PhD, Atmospheric Chemistry and Climatology) is Amperon’s Chief Meteorologist. For over 30 years Mark has been applying meteorological data to areas including commodity risk management, wind energy and energy trading. Mark is passionate about understanding weather and spent the first 15 years of his career at NASA’s Langley Research (_’enter looking at weather, its patterns and changing trends. Moving to the CQmmercial world, Mark joined Virginia Dominion Power as a trader where he combined his knowledge of weather to create cutting edge analytical models to drive trading performance and risk management. As Lead Meteorologist and a member of the Power Congestion team at Morgan Stanley, he identified and executed trades to arbitrage weather model inefficiencies using natural gas and po®e{ products as well as developing Morgan Stanley’s seasonal weather strategies fOr North America and Europe. At Jamison Capital Partners, Mark developed a weather derivatives trading platform and created “real time” heating and cooling degree day models to improve forecasting and market trading. Mark then joined E.On where he led development of an automated multivendor weather platform that delivered intra-day weather forecasts to traders as well as codeveloping new capabilities in weather derivatives using advanced analytics platforms. At Amperon, Mark leads our weather efforts, collaborating with our data science team to refine our modes and predictions. He also works with customers, providing a daily newsletter, answering calls daily to explain Critical Peaks, micro-climate consequences and provide his perspectives on longer term trends. Elliott Chorn – EVP of Market Operations Elliott Chorn manages alarket operations and client success for Amperon in his rf)le as EVP of Market Operations. An energy data, analytics and information expert, Elliott has worked in wholesale and retail energy for over 15 years both in operational and technical roles: Most recently, he held a dual role of Vice President of Pricing and Operations for TrueLight Energy LLC and Director of Analytics for TrueLight Energy Fund. Prior to that Elliott was the Senior Pricing Analyst at Tradition Energy, one of world’s largest, independent full-service energy management consultancy where he was responsible for leading pricing operations for the Northeast region and led a team of market and pricing analysts. Previously, Elliott held the senior pricing and scheduling role for Mint Energy, one of the fastest growing independent energy retailers serving business customers in the Northeast. At Mint Energy, he designed, built, DocuSign Envelope ID: ID7012ED-E28B4ADC-BB84-5D25AF7938C9 and implemented models and processes for retail power pricing and ISO scheduling. Prior to Mint Energy, Elliott was the Senior Commodity Analyst at Patriot Energy Group, a full-service energy procurement and management firm with more than 14,000 customers where he led market discovery and had responsibility for creating processes and programs used by the Commodity Pricing Group. Mikhail Khorana – EVP of Growth Mikhail Khorana has 12 years of experience in the electricity markets, leading teams in accounting, finance, operations and commercial analytics for retail energy companies and investment banks. Most recently, Mikhail served as the Director of Commercial Analytics for Direct Energy/NRG, leading load forecasting, position management and meteorology for the North American power portfolio. During his tenure, Mikhail oversaw position valuations and integration activities for retail portfolio acquisitions (Hess Energy Marketing, Source Power and Gas, Direct Energy), technology implementations (ETRM, Load Forecasting, Reporting) and complex deal valuations (PPA’s, managed products, hedge strategies). 11The City of Denton Bid # 8024, Request for Price (RFP) Forecasting Services Proprietary & Confidential DocuSign Envelope ID: ID7012ED-E28B2IADC-BB84-5D25AF793_8l:9- ' EXHIBIT G CONFLICT OF INTEREST QUESTIONNAIRE For vendor or other person doing business with local governmental entit' This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as definedby Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of DentonEthics Code, Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after thedate 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 amisdemeanor. a 1 entity. AMPERON HOLDINGS, INC. 2 D Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business dayafter the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) d Name of local government officer about whom the information in this section is being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section176.003(a)(2)(A). Also describe any family relations hip with the local government 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 176.00 1 (1-a), Local Government CodeAttach additional pages to this Form CIQ as necessary. A Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?E *“n .“ B Is the vendor receiving or likely to receive taxable income, othert han investment inCome, from or at the direction of the local government Qfficer named inthissection AND the taxable income is not received from the local governmental entity?E Yes [] No C. Is thefiler of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? = Yes El No D Describe each employment or business and family relationship with the local government officer named in this section 4 5 LJ I have no Conflict of Interest to disclose. 'Dcx;uSlgned by: SaIL Lula 9/29/2022 TgnatTg;aMix with the governmental entity Date DocuSign Envelope ID: ID7012ED-E28BZIADC-BB84-5D25AF7938C9 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy ofChapter 1 76 ofthelncal Government Code may be found at http://www.statutes.legis.state.tx.uW Docs/LG/htm/LCI 176.htm. For easyreference, below are some of the sections cited on this form. Local Government Code $ 176.001(1-a}: "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency ofa federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase orleaseofgoods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code $ 176.003{a)(2)(A) and (B): (A) Alocal govemment officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds 82,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or(ii) the local governmental entity is considering entering into a contract with the vendoc (B) has given to the local govemmentomcer ora family member ofthe officer one or more gifts that have an aggregate value ofmore than $ 100 in the 12-month periodpreceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contract with the vendor. Local Government Code $ 176.006{a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire ifthe vendor has a business relationship with a local govemmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member ofthe omcer, described by Section 176.003(a)(2)(A);(2) has given a local government officer of that local govemmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business dayafter the later of: (1) the date that the vendor: (A) beginsdiscussions dr negotiations to enter into a contract with the local governmental entity; or (B) submits to the localgovemmental entity an application, response to arequest forproposals or bids, correspondence, or another writing related to a potential contract with the local govemmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government omcer, or a family member of the oRicer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government omcen Citv of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Official within the third 3Fd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, and zoning Comrfission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor a person whaprovides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public rightof-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. T Prohibitions (3) it shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple cumulatively valued at more than two hundred dollars (5200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. provided by Texas Ethics Commission www. ethics .state.tx. us Revised 11/30/2015 [k)cuSign Certificate Of Completion Envelope Id: 1 D7012EDE28B4ADCBB845D25AF7938C9 Subject: Please DocuSign: City Council Contract 8024 - LOAD FORECASTING SERVICES Status: Completed Source Envelope: Document Pages: 46 Certificate Pages: 6 Signatures: 6 Envelope Originator: Christa Christian AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Initials: 1 901B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 9/20/2022 11 :59:46 AM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Timestamp Sent: 9/27/2022 4:28:15 PM Viewed: 9/27/2022 4:28:31 PM Signed: 9/27/2022 4:28:40 PM Completed Using IP Address: 198.49.140.10 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 9/27/2022 4:28:44 PM Viewed: 9/28/2022 9:14:34 AM Signed: 9/28/2022 9:14:53 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication(None) Sent: 9/28/2022 9:14:58 AM Viewed: 9/29/2022 1:14:56 PM Signed: 9/29/2022 1:29:55 PM Signature Adoption: Pre-selected Style Using IP Address: 47.24.6.135 Electronic Record and Signature Disclosure:Not Offered via DocuSign Sean Kelly sean@amperon.co CEO Amperon Holdings, Inc. Security Level: Email, Account Authentication (None) 'DocuSlgn•d by:I S„„k'%,60F2EID762E94aA Sent: 9/29/2022 1 :29:59 PM Resent: 9/29/2022 4:40:45 PM Viewed: 9/29/2022 6:52:31 PM Signed: 9/29/2022 6:53:48 PMSignature Adoption: Pre-selected Style Using IP Address: 98.34.250.159 Electronic Record and Signature Disclosure: Accepted: 9/29/2022 6:52:31 PMID: 9c3d46ec-79944691 -94d6-5cf070300e 1 b Signer Events Antonio Puente Antonio.Puente@cityofdenton.com DME General Manager Security Level: Email, Account Authentication (None) Signature zDow81ened br I dhfahb pWAlt\ E37Boe44c2BF4B5 Timestamp Sent: 9/29/2022 6:53:52 PM VIewed: 9/30/2022 7:31 :26 AM Signed: 9/30/2022 7:31 :57 AM Signature Adoption: Pre-selected Style Using IP Address: 174.197.69.1 Signed using mobile Electronic Record and Signature Disclosure:Accepted: 9/30/2022 7:31 :26 AMID: lcc1 e408-dcOb41 6b-aa7f-2bf9742771 ac Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Completed Sent: 9/30/2022 7:32:02 AM Viewed: 1 1/2/2022 7:58:15 AM Signed: 11/2/2022 7:58:23 AMUsing IP Address: 198.49.140.104 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 11/2/2022 7:58:28 AM Viewed: 11/2/2022 8:04:41 AM Signed: 11/2/2022 8:04:57 AM Signature Adoption: Pre-selected Styld Using IP Address: 107.77.198.218 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) •DocuSlgn•d by:I R+4RLeI IC9CA8C5EI 75493 Sent: 11/2/2022 8:05:02 AM Viewed: 11/2/2022 7:16:33 PM Signed: 11/2/2022 7:17:12 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 11 /2/2022 7:16:33 PMID: 2ddab5d0-752f4d31-803d-b81 111 676c07 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status nW Status Timestamp • Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Timestamp Sent: 9/27/2022 4:28:44 PM n: Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Status Timestamp Sent: 9/30/2022 7:32:02 AM Viewed: 10/7/2022 8:53:24 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 11/2/2022 7:17:17 PM Stephen Johnson Stephen.Johnson@dmepower.com Manager, Energy Mgmt Office City of Denton, DME Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 11/2/2022 7:17:20 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 9/27/2022 4:28:15 PM 11/2/2022 7:16:33 PM 11/2/2022 7:17:12 PM 11/2/2022 7:17:20 PM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Sean Kelly, Antonio Puente, Rosa Rios ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive futOn notices and disclosure in paperformat and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdfaw your consent using the DocuSign ’Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user acco IInt to receive required notices and consents electronicaljy from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us dtherwise in accordance with the procedures described h6rein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not_receiving any notice or disclosure, we prefer to provide _all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper fdrmat through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please ils6 see the paragraph immediately above that describes tha consequences of your electing not to receive delivery of the notices and disclosures electronically from us. -_=--:=+,A&; - '' - How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address. . In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any.To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other informati9n from you to withdraw consent.. The consequences of your withdrawing consent foronline documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems Browsers (for SENDERS Browsers (for SIGNERS): W indows2000? or WindowsXP? Internet Explorer 6.0? or above mlet Explorer 6.0?, Mozilla FireFox 1.0NetSca'7.2 (or above Access to a valid email account 800 x 600 minimum Email Screen Resolution Enabled Security Settings •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings viaroxy connection 88 These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the emqil addr6ss we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. L= b r-;--'iB Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree’ button below. By checking the 'I Agree’ box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. He • j+=