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HomeMy WebLinkAboutContract 61584CS No. 61584 FORT WORTH CITY OF FORT WORTH PURCHASE AGREEMENT BASED UPON AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF FORT WORTH AND CITY OF DENTON. WHEREAS, Section 271.102 of the Texas Local Government Code allows Local Governments to pursue mutually beneficial and cooperative purchasing programs; and WHEREAS, pursuant to Chapter 791 of the Texas Government Code and or Subchapter F, Chapter 271 of the Texas Local Government Code, the City of Fort Worth ("City"), a Texas home -rule municipality and the City of Denton have entered into an Interlocal Cooperative Purchasing Agreement on September 12, 2006 which provides that when the one of the Local Government Entities enters into a contract with a Vendor for goods and services, the other Local Government is able to enter into a Purchase Agreement with the Vendor under the same terms and conditions offered to the Original Local Government Entity so long as the Vendor is agreeable (Copy Attached as Exhibit "A"); WHEREAS, Mydatt Services, Inc. dba Block by Block ("Vendor") responded to RFP 8249 Downtown Denton Ambassador Program issued by the City of Denton agreeing to allow other Local Governmental Entities to enter into a Purchase Agreement with Vendor under the same terms and conditions as those contained in the RFP (Copy attached as Exhibit "B"); NOW THEREFORE, City and Vendor each of which will individually be referred to as a "Party" and collectively as the "Parties" enter into this Purchase Agreement. The Parties agree that any references to the City of Denton in Exhibit `B" shall be construed as the City of Fort Worth for the purposes of this Agreement and all rights, benefits, duties, and obligations shall inure to the City as if the contract in Exhibit `B" were originally executed between the City and Vendor. This shall specifically include any requirements imposed on Vendor by virtue of the City of Denton RFP 8249 Downtown Denton Ambassador Program included in Exhibit `B." The Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. Exhibit A — Interlocal Agreement between the City of Fort Worth and the City of Denton; 2. Exhibit B — Contract between the City of Denton and Vendor for RFP 8249 Downtown Denton Ambassador Program; OFFICIAL RECORD 3. Exhibit C — Vendor's Quote; and CITY SECRETARY 4. Exhibit D — Conflict of Interest Questionnaire. FT. WORTH, Tx Exhibits A, B, C and D which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 1 of 75 "B" pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. In the event of a conflict between the exhibits and this Agreement, then this Agreement shall control first, and then Exhibit "A" shall control. City shall pay Vendor in accordance with the fee schedule in Exhibit "C" and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the initial term by City shall be in an amount up to Three Hundred and Fifteen Thousand Dollars ($315,000.00). Billing is provided by a monthly invoice for a flat rate of $25,432.94 beginning with the launch for the initial term. Vendor will provide City with an itemized statement to account for expenses. In the event expenses differ from the amount paid, the following month's statement will provide for an adjustment to reconcile the account. Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement is effective beginning on the date signed by the Assistant City Manager ("Effective Date") and expires November 6, 2025. City shall have the option to renew this agreement for 1 (one) one-year renewal options for the same rates by written agreement of the parties. Any future renewal will require a mandatory itemization of expenses by Vendor. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent documents and records of Vendor involving transactions relating to this Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities subject to Vendor's reasonable rules and regulations while at Vendor's facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits, and all such audits shall be conducted on regular business days during Vendor's regular business hours in a manner that will not unreasonably interfere with Vendor's operations at its facilities. City's auditors shall present proper credentials to the manager of Vendor's facility at the time that they are admitted to such. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 2 of 75 To CITY: City of Fort Worth Attn: William Johnson, Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Mydatt Services, Inc. dba Block by Block Blair McBride, President 7135 Charlotte Pike, Suite 100 Nashville, Tennessee 37209 Facsimile: N/A [SIGNATURES FOLLOW] City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 3 of 75 The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: BY: William Johnson (J n 20, 2024 08:23 CDT) Name: William Johnson Title: Assistant City Manager Date: Jun 20, 2024 APPROVAL RECOMMENDED: Digitally signed by Robert Robert Alldredge Alldredge By: Date: 2024.06.20 06:57:36-05'00' Name: Robert A. Alldredge, Jr Title: Executive Assistant Chief ATTEST: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Digitally signed by Loraine Loraine Coleman Coleman By: Date: 2024.06.18 15:11:30-05'00' Name: Loraine Coleman Title: Administrative Services Manager APPROVED AS TO FORM AND LEGALITY: 04U OR4 P o� FORr�°a p �o °s�°op By: �o °a�°s osd Pd>fo o*da paa� e o v p�nEoCo400 By: Name: Jannette Goodall Title: City Secretary VENDOR: Mydatt Services, Inc. dba Block by Block fA-1" By: Blair mcbride (Jun 13, 202416:59 EDT) Name: Blair McBride Title: President Date: Jun 13, 2024 Name: Jerris Mapes Title: Sr Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 24-0016 / 24-0096 / 24-0307 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 4 of 75 EXHIBIT A ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ACCEPT AN INTERLOCAL AGREEMENT WITH THE CITY OF FORT WORTH, TEXAS TO AUTHORIZE PARTICIPATION IN VARIOUS CITY OF FORT WORTH CONTRACTS FOR THE PURCHASE OF VARIOUS GOODS AND SERVICES; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; AND DECLARING AN EFFECTIVE DATE (FILE 3589- INTERLOCAL AGREEMENT WITH THE CITY OF FORT WORTH, TEXAS). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee is hereby authorized to execute the lnterlocal Cooperative Purchasing Program Agreement with the City of Fort Worth under Section 271.102 of the Local Government Code, a copy of which is attached hereto and incorporated by reference herein (the "Agreement"). SECTION 2, The City Manager, or his designee is authorized to expend funds pursuant to the Agreement for the purchase of various goods and services. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2006. 9'.-P-4w. *%� PERK R. McNEILL, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY 1� - L." \ �,A� APPROVED AS TO LEGAL FORM: EDWIN M. SNY ER, CITY ATTORNEY BY: 2-ORD-lnterlocal Agreement With Fort Worth City of Fort Worth and Mydatt Services, Inc. dba Block by Block - lnterlocal Agreement City of Denton Contract #8249 Page 5 of 75 Fort Worth & Denton Cooperative Purchasing Interlocal Agreement CITY SECRETARY CONTRACT NO. COOPERATIVE PURCHASING INTERLOCAL AGREEMENT This Cooperative Purchasing Interlocal Agreement ("Agreement") is made and entered into as of the date written below between the City of Denton, Texas ("Denton") and the City of Fort Worth, Texas ("Fort Worth"). WHEREAS, both Denton and Fort Worth have each determined a need for a cooperative agreement to purchase like goods and services to avoid duplicate procurement efforts and obtain the benefits of volume purchasing; and WHEREAS, Denton and the Fort Worth are authorized by Section 271.102 of the Local Government Code to pursue mutually beneficial and cooperative purchasing programs; NOW, THEREFORE, for and in consideration of the mutual obligations and benefits contained herein, Denton and City of Fort Worth agree as follows: SECTION 1. The purpose of this Agreement is to provide Denton and Fort Worth with additional purchasing options by satisfying the provisions of Section 271.102 of the Local Government Code. SECTION 2. The parties agree that each of the parties shall respectively designate a person to act under the direction of, and on behalf of, the designating party (the "Designated Representative"). SECTION 3. At the request of the other party, a party that enters into a contract with a vendor for goods or services (the "First Purchasing Party") shall attempt to obtain the vendor's agreement to offer those goods and services to the other party (the "Second Purchasing Party") for the same price and on the same terms and conditions as have been offered to the First Purchasing Party. If the vendor so agrees, and if the Second Purchasing Party is agreeable to such terms and conditions, the Second Purchasing Party may enter into its own separate contract with the vendor for the purchase of such goods or services. SECTION 4. Unless otherwise agreed between the Designated Representatives, payments for a purchase made by the Second Purchasing Party shall be paid directly to the vendor and not to the First Purchasing Party. The Second Purchasing Party shall have the responsibility of determining whether the vendor has complied with any provisions in its contract with the vendor, including but not limited to those relating to the quality of items and terms of delivery, and shall be responsible for enforcement of its contract against the vendor, including all cost of enforcement. Paget of 3 08-04-06 P 12 :09 IN City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 6 of 75 Fort Worth & Denton Cooperative Purchasing Interlocal Agreement SECTION 5. This Agreement will be subject to all applicable federal, state and local laws, ordinances, rules and regulations. SECTION 6. This Agreement shall remain in effect from the date of execution until terminated by either party. This Agreement may be terminated, without cause or penalty, upon not less than thirty days written notice to the other party. SECTION 7. The parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. SECTION 8. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. SECTION 9. If any term or provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity or enforceability of the remaining terms or provisions of this Agreement shall not be affected thereby, and in lieu of each such illegal, invalid or unenforceable term or provision, the parties shall endeavor to agree to a legal, valid or enforceable term or provision as similar as possible to the term or provision declared illegal, invalid or unenforceable. SECTION 10. Execution of this Agreement does not obligate Denton or Fort Worth to make any purchase, to pay any membership fee or to otherwise or in any manner incur any cost or obligation. SECTION 11. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. SECTION 12. The undersigned officers and/or agents are properly authorized to execute this Agreement on behalf of the parties hereto and each party hereby certifies to the other that any necessary actions extending such authority have been duly passed and are now in full force and effect. SECTION 13. All notices, requests, demands, and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, to the respective city representative set out below, or his/her designee. Page 2 of 3 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 7 of 75 Fort Worth & Denton Cooperative Purchasing Interlocal Agreement EXECUTED this 20th day of June, 2006. CITY OF FORT WORTH 1000 Throckmorton Street Fort Worth, Texas 76102 City Manager's Off Ri hard Zavala Act ng Assistant City Manager CITY OF DENTON 215 East McKinney Street Denton, Texas 76201 City anager's Offi Howard artin Interim City Manager City Secretary's Office: City Secretary's ffice: Marty Hendrix nifer V Iters City Secretary City Secretary DATE Nr4�WL— DATE a .Iico(q Approved as to Form and Legality City ney's Offi Cit, Amy ey Edi Assist City Attorney Cih Contract Authorization Date Page 3 of 3 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 8 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 1O:�:I1:1YwIII I CITY DENTON Docusign City Council Transmittal Coversheet RFP File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance 8249 Denton Ambassador Program Ginny Brummett NOVEMBER 7, 2023 Yes NOVEMBER 7, 2026 23-2086 E DS City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 9 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND MYDATT SERVICES, INC. dba BLOCK BY BLOCK (CONTRACT 8249) THIS CONTRACT is made and entered into this date 11/07/2023 by and between Mvdatt Services Inc. dba Block by Block a Kentucky corporation, whose address is 7135 Charlotte PK #100, Nashville, TN 37209 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 their duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and/or services in accordance with the City's document RFP 8249-Downtown Ambassador Program, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A"); (b) City of Denton's RFP 8249 (Exhibit `B" on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "C"); (d) Insurance Requirements (Exhibit "D"); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Contractor's Proposal (Exhibit "F"); (g) Form CIQ — Conflict of Interest Questionnaire (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." Prohibition on Contracts with Companies Boycotting Israel 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 this agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor. (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 10 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 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 boycott energy companies; and (2) will not boycott energy 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 certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies 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 Trade Associations 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 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. 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 considered a material breach. Termination Right for Contracts with Companies Doing Business with Certain Foreign -Owned Companies 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, or other 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 designated country. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 11 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 CONTRACTOR BY: PDocuSigned by: urr ItiL(tVu.t, )WTNeRIZED SIGNATURE Printed Name: Blair McBride Title: President 5026645590 PHONE NUMBER bmcbride@blockbyblock.com EMAIL ADDRESS 2023-1084168 TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. DocuSigned by: SL, Danielle Shaw GNA7TURE PRINTED NAME Director of Community Services TITLE Community Services DEPARTMENT Contract # 8249 CITY OF DENTON, TEXAS DocuSigned by: BY: " hl"-AVI 'S'ARIN-HEN8LEY, CITY MANAGER ATTEST: JESUS SALAZAR, CITY SECRETARY BY: F;cuSigned by: S('s sd.a,w '--2437C77B897541D... APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY:[DocuSigned by: Mavu(�a �Uinln 4B070831 B4AA438... City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 12 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $2,124,909. Pricing shall be per Exhibit F attached. 2. The Quantities The quantities indicated on Exhibit F are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 3. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier's request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 4. Price Escalation and De-escalation On Supplier's request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer's price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1 %, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 13 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre -price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 5. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: Delivery beyond contracted lead times Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor's monthly profit margin. Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 14 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City's premises or on public rights -of -way. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 15 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non -conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non -complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the contract. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City's facilities. L[I11LIT17 7 14 ir11111 J A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property. i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 16 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. § 1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 17 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. Reserved. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 18 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of I % or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 19 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables, or replace the non -conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 20 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Reserved. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. Reserved. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 21 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective fifteen 15 calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such fifteen (15) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post - judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: Both parties shall have the right to terminate the Contract, in whole or in part, without cause. The City shall have the right to terminate the Contract, in whole or in part, without cause anytime upon thirty (30) calendar days' prior written notice. The Contractor shall have the right to terminate the Contract, in whole or in part, without cause any time upon one hundred and eighty (180) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed, and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 22 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD -PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 23 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self -insured retentions, if any, stated in policies. All deductibles or self -insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 24 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 25 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for -hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made - for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work - made -for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 26 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision -making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City's Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or their designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 27 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 services for the City. 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision -making authority Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 28 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed) Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 29 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or their authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON -SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub -awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 30 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. IOa - 1Od) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at httr)://www.dol.2ov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdohzov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on - site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 31 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug -free work environment; and the final rule, government -wide requirements for drug -free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government -owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 32 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. 68. ATTORNEY'S FEES: In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City's standard terms and conditions 4. Purchase order 5. Supplier terms and conditions Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 33 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 Exhibit D INSURANCE REQUIREMENTS Respondent's attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without 1 i m i t i n g any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted. Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A+ or better. Any deductibles or self -insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self -insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 34 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: COMMERCIAL GENERAL LIABILITY INSURANCE Commercial General Liability Insurance including, but not limited to, Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors, and Contractual Liability with minimum combined bodily injury (including death) and property damage limits of $1,000,000.00 per occurrence and $2,000,000.00 general aggregate. WORKERS' COMPENSATION and EMPLOYERS LIABILITY INSURANCE Workers' Compensation within the regulations of the Texas Workers' Compensation Act. The minimum policy limits for Employers Liability are: Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 35 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 Bodily Injury by Accident: $500,000.00 Each Accident Bodily Injury by Disease: $500,000.00 Each Employee Bodily Injury by Disease: $500,000,000.00 Policy Limit NOTES: a. If CONTRACTOR will not be providing services under the contract at a City facility, has no employees and/or is operating as a sole owner and single operator, CONTRACTOR shall provide a signed letter, with the current date, on official letterhead stating such to meet the requirement. b. If CONTRACTOR is a non -subscriber or is self -insured CONTRACTOR shall provide a copy of its Certificate of Authority to Self -Insure from the Texas Department of Insurance, Division of Workers' Compensation Self Insurance Regulation Program, evidence of alternative coverage and internal safety and injury coverage policies and procedures. BUSINESS AUTOMOBILE LIABILITY INSURANCE Business Automobile Liability Insurance covering owned, hired, and non -owned vehicles, with a minimum combined single limit for bodily injury (including death) and property damage limit of $500,000.00 per occurrence. NOTE: If CONTRACTOR does not have owned, hired and non -owned autos or vehicles and/or no autos or vehicles will not be used in the performance of services under the contract, CONTRACTOR shall provide a signed letter, with the current date, on official letterhead stating such to meet the requirement for owned autos. Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 36 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at: htt-os://www.ethics.state.tx.us/filin2info/I 295/ 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to Purchasinlz(d,citvofdenton.com with the contract number in the subject line. (EX: Contract 1234 — Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission's website within seven business days. Contract # 8249 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 37 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 8249 Downtown Denton Ambassador Program Exhibit F Line # Description 1 Cost of Program 2 Cleaning Maintenance -Partial Implementation 3 Cleaning Maintenance -Full Implementation 4 Safety Hospitality -Partial Implementation 5 Safety Hospitality -Full Implementation Block by Block (Mydatt Services, Inc.) QTY 1 Price 1 $219,643.30 1 1 $336,873.34 $340,385.89 1 $371,429.64 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 38 of 75 DocuSign Envelope ID: C6016AC3-E400-4250-AB58-86996C76A5B1 EXHIBIT G—CIQ CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by 1i.13. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local. Government Code_ An offense under this section is C misdemeanor. acne orvendor who has a husiness relationship with local governmental entity. 1I Mydatt services Inc. dba Block by Block ElCheck this box ifyou are ailing an update to a previously tiled questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than The 7' business day alter the date on which you became aware that the origu►ally filed questionnaire was incomplete or inaccurate.) JName of local government officer about whom the information in this section is being disclosed. Blair McBride Name of Officer This section, (item 3 including subparts A. B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as nccwsary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes F1 No B. Is The vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? 0 Yea 0 No C. Is the filer ofthis 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 or one percent or more? 0 Yes FIND D. Describe each employment or business and family relationship with the local government officer named in this section. 'J 1 have nn conflict of Interest to disclose. p area oy: r ►v bai 5/11/2023 `e, Vtl4aGMA.fA4tltl. Signattue of vendor doing business with the governrnenlal entity Date City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 39 of 75 DocuSign Certificate Of Completion Envelope Id: C6016AC3E4004250AB5886996C76A5B1 Subject: Please DocuSign: City Council Contract 8249 Downtown Ambassador Program Source Envelope: Document Pages: 31 Signatures: 5 Certificate Pages: 6 Initials: 1 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 10/16/2023 2:05:02 PM Signer Events Ginny Brummett ginny.brummeft@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Blair McBride bmcbride@blockbyblock.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/19/2023 9:41:36 AM ID: e52f336c-f8e3-4df1-a8cc-4d19b35ccb49 Holder: Ginny Brummett Gin ny. Brum mett@cityofdenton.com Signature Completed Using IP Address: 198.49.140.10 E�M Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.10 by:I',�,�,ED—SIgned A83`U 38. Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.10 D.-Signed by: t bWr 9108CBEAA53A468... Signature Adoption: Pre -selected Style Using IP Address: 104.191.19.159 Status: Completed Envelope Originator: Ginny Brummett 901 B Texas Street Denton, TX 76209 Gin ny. Bru mmett@cityofdenton.com IP Address: 198.49.140.10 Location: DocuSign Timestamp Sent: 10/16/2023 2:08:41 PM Viewed: 10/16/2023 2:08:49 PM Signed: 10/16/2023 2:09:05 PM Sent: 10/16/2023 2:09:07 PM Viewed: 10/16/2023 2:27:34 PM Signed: 10/16/2023 2:28:13 PM Sent: 10/16/2023 2:28:15 PM Viewed: 10/16/2023 2:29:55 PM Signed: 10/16/2023 2:33:21 PM Sent: 10/16/2023 2:33:23 PM Resent: 10/19/2023 9:35:30 AM Viewed: 10/19/2023 9:41:36 AM Signed: 10/19/2023 9:46:36 AM City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 40 of 75 Signer Events Danielle Shaw Dan ielle.Shaw@cityofdenton.com Director of Community Services Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/19/2023 2:24:36 PM ID:6b1b35e2-ecc6-4e36-87e4-c64aa124cdOb 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 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/8/2023 10:41:39 AM ID:553dc941-d282-4477-99cd-67dc79d93181 In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events 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 Signature Timestamp Sent: 10/19/2023 9:46:38 AM CDoI"si9nedby: IS ^1P� Sj""w Viewed: 10/19/2023 2:24:36 PM OBgBE12757DF401... Signed: 10/19/2023 2:25:17 PM Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.10 Completed Sent: 10/19/2023 2:25:20 PM Viewed: 11/8/2023 7:57:05 AM Signed: 11/8/2023 7:57:29 AM Using IP Address: 198.49.140.104 E5236DD—Sig"Id by: " -d4. Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.10 CD.C.Signed by: , ,Sm Sa6/w 2437C77B897541D... Signature Adoption: Pre -selected Style Using IP Address: 198.49.140.10 Signature Status Status Status Status Status COPIED Sent: 11/8/2023 7:57:31 AM Viewed: 11/8/2023 10:38:38 AM Signed: 11/8/2023 10:38:44 AM Sent: 11/8/2023 10:38:47 AM Viewed: 11/8/2023 10:41:39 AM Signed: 11/8/2023 10:42:02 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 10/16/2023 2:09:06 PM City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 41 of 75 Carbon Copy Events Status Gretna Jones COPIED gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office COPIED citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Courtney Douangdara COPIED courtney.douangdara@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/23/2023 1:57:45 PM ID:d95d6643-e860-482b-ad16-8f264df49ba7 Timestamp Sent: 10/19/2023 2:25:19 PM Viewed: 10/19/2023 4:29:38 PM Sent: 11/8/2023 10:42:04 AM Sent: 11/8/2023 10:42:05 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/16/2023 2:08:41 PM Certified Delivered Security Checked 11/8/2023 10:41:39 AM Signing Complete Security Checked 11/8/2023 10:42:02 AM Completed Security Checked 11/8/2023 10:42:05 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 42 of 75 Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Blair McBride, Danielle Shaw, Jesus Salazar, Courtney Douangdara 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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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 43 of 75 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. 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City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 44 of 75 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. City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 45 of 75 DEN'll'ON 8249 Addendum 1 Block by Block Mydatt Services, Inc. Supplier Response Event Information Number: 8249 Addendum 1 Title: Downtown Denton Ambassador Program Type: Request for Proposal Issue Date: 4/14/2023 Deadline: 5/10/2023 01:00 PM (CT) Notes: The City highly recommends that respondents do not wait until minutes before the due date and time to submit proposal. The submittal process may take significant time. Submissions accepted via IONWAVE or hard copy ONLY (no emails). Questions must be submitted by the deadline via IONWAVE only (no emails/no phone calls) A Pre -Proposal Meeting will be conducted for this solicitation on Monday, April 24, 2023, at 2:30PM CST To attend virtually follow the link: Page 1 of 20 pages Vendor: Block by Block 8249 Addendum 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 46 of 75 Microsoft Teams meeting Join on your computer, mobile app or room device Click here to Join the meeting Meeting ID: 223 288 130 267 Passcode: zY9DVA Download Teams I Join on the web The City of Denton (the City) is requesting submissions to contract with an individual or business with considerable experience in providing goods or services of this solicitation. The responses and the cost solutions shall be submitted to the City of Denton in a sealed submission. The awarded individual or business shall possess a proven track record of using innovative approaches to providing goods and services that represent the best value to their clients. The awarded individual or business shall have the ability to accomplish all aspects of the requested services. The selected individual or firm should be able to provide innovative methods to deal with municipal challenges, and cost effective solutions. A firm may submit a solicitation response for one or more of the categories of product or services requested in this solicitation. It is the intent of the entity to consider interlocal cooperative agreements and state/federal contracts in determining the best value for the entity. Contact Information Contact: Ginny Brummett Address: Buyer 901-B Texas Street Denton, TX 76209 Phone: (940) 349-7100 Email: ginny.brummett@cityofdenton.com Page 2 of 20 pages Vendor: Block by Block 8249 Addendum 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 47 of 75 Block by Block Information Contact: Blair McBride Address: 640 S 4th Street, Suite 110 Louisville, KY 40202 Phone: (888) 456-2646 Email: bmcbride@blockbyblock.com The undersigned agrees this submission becomes the property of the City of Denton after the official opening. The undersigned affirms they have familiarized themselves with the specification, drawings, exhibits and other documents; the local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and storage of materials and equipment; and all other matters that will be required for the work before submitting a response. The undersigned affirms that they are duly authorized to execute this contract, that this submission has not been prepared in collusion with any other respondent, nor any employee of the City of Denton, and that the contents of this submission have not been communicated to any other respondent or to any employee of the City of Denton prior to the acceptance of this submission. The undersigned affirms that they have read and do understand the specifications, all exhibits and attachments contained in this solicitation package. I certify that I have made no willful misrepresentations in this submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this submission will be investigated, with my full permission, and that any misrepresentations or omissions may cause my submission to be rejected. Hanna Woods hwoods@blockbyblock.com Signature Email Submitted at 5/9/2023 11:58:30 AM (CT) Supplier Note We at Block by Block are pleased to submit our proposal for the City of Denton's Downtown Ambassador Program. As a company experienced in providing safety, hospitality, cleaning and maintenance services, we are confident that our proposal can help achieve the goal of a happier, healthier, and safer downtown. We appreciate the opportunity to submit our proposal and look forward to discussing it further with you. Please do not hesitate to contact us if you have any questions or concerns. Requested Attachments Proposal Block by Block_Proposal_City of Denton —Downtown Ambassador Program.pdf Executive summary explaining the understanding of the RFP and proposers' means and approach to accomplish the requirements of the RFP. Resources Available Block by Block —Resources Available.pdf Describe the resources available to perform the work outlined, including the number and makeup of work crews. Provide certifications/Licenses of staff to be assigned to perform the work. Also, include details of equipment and facilities, including location(s), trucks, equipment, etc. Conflict of Interest Questionnaire BBB —Conflict of Interest Question naire. pdf The individual or business must disclose any business relationship that would have an effect, of a conflict of interest. Please attach a signed copy of the conflict of interest questionnaire. Safety Record BBB_Safety_Record.docx The City of Denton desires to avail itself of the benefits of Section 252.0435 of the Local Government Code, and consider the safety records of potential contractors prior to awarding City contracts. Pursuant to Section 252.0435 of the Local Government Code, the City of Denton has adopted the written definition and criteria as shown in the Safety Record Questionnaire for accurately determining the safety record of a respondent prior to awarding City contracts. Page 3 of 20 pages Vendor: Block by Block 8249 Addendum 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 48 of 75 Invoice Example BBB —Invoice Example_Uptown Dallas Inc April 2023 .pdf Please attach an example of your invoice based on the City requirements in Attribute 5 Secretary of State Certificate BBB_Mydatt - TX Cert of Authority.pdf To do business with the City of Denton you are required to be registered at the State of Texas, please attach proof of registration. If your company is exempt, please attach your Exemption Certificate. Contractor Wage Form Due to this being a service a contractor wage form is required. Response Attachments Legal Review ALG to City of Denton Contract.docx Legal review and exceptions for BID acceptance/General Provisions. Bid Attributes 1 1 SECTION 1 General Information BBB —Contractor Wage Form.pdf 2 Contract Term It is the intention of the City of Denton to award a contract for one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 3 Pricing Unit Pricing shall include all fees and costs to provide the goods and services to the City. Unit pricing for goods shall include delivery costs, F.O.B. Destination Firm Price Pricing and discounts submitted are firm for the initial one-year period specified in the solicitation. Price decreases are allowed at any time. Price increases shall only be considered as stipulated below in "PRICE ADJUSTMENTS". Price Decreases/Discount Increases Respondents are required to immediately implement any price decrease or discount increase that may become available. The City of Denton must be notified in writing for updating the contract. Page 4 of 20 pages Vendor: Block by Block 8249 Addendum 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 49 of 75 4 Price Adjustments 5 Prices quoted for the commodities or services described in the solicitation must be firm for a period of one year from date of contract award. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturers price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1 %, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre -price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: ourchasina cni.citvofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. Invoices A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. A sample invoice must be submitted with this solicitation ❑ Acknowledge (Acknowledge) Page 5 of 20 pages Vendor: Block by Block 8249 Addendum 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 50 of 75 6 Cooperative Purchasing Agreement As permitted under Interlocal Cooperation Act C Texas Government Code, Chapter 791, other governmental entities may wish to also participate under the same terms and conditions contained in this contract. The governmental entities will have the option to use the pricing as agreed to within the resulting contract. Governmental entities will issue their internal purchase orders directly to the contractor(s). No 7 Submittal The City of Denton will accept electronic in lonwave or hard coov submittals until the date and time on the cover sheet of this solicitation. Any submission received after the date and/or hour set for solicitation opening will be returned unopened. The City will not allow late submissions due to technical difficulties. Each respondent is responsible for taking the necessary steps to ensure their submission is received by the date and time noted herein. The City is not responsible for technical difficulties that may result in the submission arriving after the set time. Hard copy submissions may be hand delivered (by firm or express courier) to the address listed below: City of Denton Materials Management SOLICITATION NUMBER AND NAME 901 B Texas Street Denton, TX 76209 The City of Denton reserves the right to accept or reject in part or in whole any submission, and to waive technicalities of the submission, in the best interest of obtaining best value for the City. Each respondent is responsible for taking the necessary steps to ensure their submission is received by the date and time noted herein. The City is not responsible for missing, lost or late mail or any mail delays, internal or external, that may result in the submission arriving after the set time. HARD COPY SUBMISSION FORMAT Respondents shall provide detailed information to allow the City to properly evaluate the submission. The City requests the following format be used: 1. Hard copy submissions shall be bound only utilizing a staple or binder clip. Do not submit responses in a binder or file folder. 2. Submission shall be no more than 200 pages in length 3. Utilize tabs to identify exhibits and attachments 4. Hard Copy Submittals shall include one (1) original signed by an officer authorized to bind the firm 5. Submit response, before the published due date. Hard copy submittals must be in a sealed envelope with the solicitation number and name. 6. The submission shall include the following: a. Completed Bid Invitation b. Pricing Sheet c. Safety Record (if applicable form will be attached) d. Conflict of Interest Questionnaire e. Appendices may be used for additional documentation or clarification at the respondent's option f. USB flash drive with all submittal documents Page 6 of 20 pages Vendor: Block by Block 8249 Addendum 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 51 of 75 8 Evaluation Procedures Selection of a firm(s) to provide the aforementioned materials and services shall be in accordance with the City of Denton Purchasing Policies and procedures. The City of Denton shall open all submissions and evaluate each respondent in accordance to the below criteria: Step 1: The City of Denton will evaluate the submission in accordance with the selection criteria and will rank the firms on the basis of the submittals. The City of Denton, reserves the right to consider information obtained in addition to the data submitted in the response. The selection criterion is listed below: Experience & Performance: (30%) • Prior experience managing programs of similar size and scope. • Demonstrated ability in public, outdoor -space safety/hospitality service provision, including coordinating, scheduling, managing, monitoring, reporting, and attention to detail • Demonstrated ability to coordinate and work closely with public and private sector entities involved in safety, hospitality, social service provision, cleaning and maintenance and other business activities in Downtown Denton. • Scalability and flexibility of service levels to accommodate the dynamic needs of the City of Denton and its partners in the downtown area. • Proposed methods for responding to City of Denton concerns and ability to resolve issues quickly, efficiently, and effectively. • Experience, willingness and/or ability to partner with homeless service providers and/or works programs employing people experiencing or who have recently experienced homelessness. • References from past and present clients. Overall Cost of the Program (30%) • The price of items, to include total cost of ownership, such as installation costs, life cycle costs, and warranty provisions. Personnel & Staffing: (20%) • Personnel wages and benefits structure. • Explanation of how personnel will be recruited and what criteria will be used to select and hire staff. • Details on proposed training of employees, including topics, instructors, frequency, etc. Data & Metrics: (20%) • Ability to generate detailed data/metrics and to provide timely reports to the City of Denton detailing services performed and outcomes achieved. Step 3: Upon selection of the submission or Best and Final Offer that represents the "best value", a written recommendation will be presented to the appropriate approving authority for the City of Denton (the City Manager, Public Utility Board, City Council) requesting authorization to proceed with contract execution for the proposed services. In accordance with Texas State Law, trade secrets and confidential information in competitive sealed proposals are not open for public inspection. All submissions shall be opened in a manner that avoids disclosure of the contents to competing respondents and keeps the responses secret during negotiations. A public opening will not be conducted with this process. After the contract has been awarded all submissions will be open for public inspection, and the unsuccessful respondent(s) may request a debriefing regarding their submittal. Please contact the City of Denton Materials Management staff to document the request for a debriefing. A meeting with the City of Denton Materials Management Staff and the using Division will be scheduled within a reasonable time. Page 7 of 20 pages Vendor: Block by Block 8249 Addendum 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 52 of 75 9 Protests Any interested party who is aggrieved in connection with a solicitation or award of a contract may protest per the City of Denton policy located here on page 52 - Procurement Policv 1 Section 2 U Business Overview Questionnaire 1 Firm's Legal Name 1 Mydatt Services, Inc. 1 I Address Line 1 2 640 S 4th Street, Suite 110 1 Address Line 2 3 1 No response 1 I City 4 Louisville 1 State 5 Kentucky 1 Zip Code 6 140202 1 Agent Authorized to sign contract 7 The agents name and email who is authorized to sign the contract. Blair McBride 1 Subsidiary of: 8 ISMS Holdings 1 Organization Class 9 1 Corporation 2 I Tax Payer ID U 131-1332763 2 Date Established 1 1 8/12/1991 1 2 I Historically Underutilized Business 2 ❑ Yes, We are a registered HUB. (Yes, We are a registered HUB.) Page 8 of 20 pages Vendor: Block by Block 8249 Addendum 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 53 of 75 2 3 2 4 Please provide a detailed listing of all products and/or services that your company provides. Block by Block provides cleaning,safety, hospitality, landscaping, and outreach solutions for improvement districts, parks, transit systems and community organizations. Block by Block is the most experienced provider of public realm services to cities and improvement districts in the country. As an independent company, we have been providing services for more than 20 years, with our first district starting more than 25 years ago with our former parent company, Brantley Security. That district, the Louisville Downtown Partnership, is still a customer today! Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. (Notice: Failure to disclose this information during proposal submission, and later discovered, may result in contract termination at the Owner's option.) Block by Block only has had claims resulting from normal day to day operations typical for a company this size. There are no pending or large-scale claims that would impact our ability to deliver services or maintain level of coverage. 2 Have you ever defaulted on or failed to complete a contract under your current company name or any 5 other company name? If so, where and why? Give name and telephone number of Owner. INo 2 Have you ever had a contract terminated by the Owner? If so, where and why? Give name and 6 telephone number (s) of Owner (s). INo 2 7 2 8 Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 General Industry Standard and/or 29 CFR 1926 General Construction Standards as they apply to your Company's customary activities? http://www.osha.gov/pis/oshaweb/owasrch.search_form? p_doc_type=STANDARDS&p_toc_level=1 &p_keyvalue=1926 Yes Resident/Non-Resident Bidder Determination Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non-resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non-resident bidders state. In order to make this determination, please provide the name. address and phone number of: a. Responding firms principle place of business: b. Company's majority owner principal place of business c. Ultimate Parent Company's principle place of business No response Page 9 of 20 pages Vendor: Block by Block 8249 Addendum 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 54 of 75 2 9 Prohibition on Contracts with Companies Boycotting Israel Pursuant to Section 2270.002 of the Texas Government Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2270.002; or (ii) it does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation. Respondent shall state any facts and provide documentation that make it exempt from the boycott certification in its Response. Exemption criteria includes the following: 1. Company is a sole proprietorship; 2. Company employs less than 10 full-time employees; 3. Value of the contract is less than $100,000 "Boycott Israel" is defined to mean refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. "Company" is defined to mean a for -profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of those entities or business associations that exists to make a profit. Does not Boycott Israel 3 Section 3 0 Minimum Qualifications 3 I Five(5) years experience operating safety programs in a Public or Business Improvement District, 1 airport, shopping mall, or campus used by the general public. Yes 3 I Operational by October, 2023. 2 Ability to assume contract responsibilities and to be fully operational by October 2023. Yes 3 I Reference 1 - Government/Company Name 3 Person who you have done business with in the past. Uptown Dallas, Inc. 3 Reference 1 - Phone 4 Enter phone number. 1 (217) 871-2825 1 3 Reference 1 - Contact Person & Title 5 Kathy Stewart, Executive Director 3 Reference 1 - Email Address 6 kathy@uptowndallas.com 3 I Reference 1 - Scope of Work 7 Environmental Maintenance Page 10 of 20 pages Vendor: Block by Block 8249 Addendum 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 55 of 75 3 Reference 1 - Contract Period 8 May 2016 - Present 3 Reference 2 - Government/Company Name 9 Person who you have done business with in the past. Downtown Austin Alliance 4 Reference 2 - Phone 0 Enter phone number. 1 (512) 469-1766 1 4 Reference 2 - Contact Person & Title 1 Bill Brice, Vice President of Operations 4 Reference 2 - Email Address 2 bbrice@downtownaustin.com 4 Reference 2 - Scope of Work 3 Environmental Maintenance, Supplemental Safety, Hospitality, Park Management 4 Reference 2 - Contract Period 4 January 2016 - Present 4 Reference 3 - Government/Company Name 5 Person who you have done business with in the past. Downtown Fort Worth, Inc. 4 Reference 3 - Phone 6 Enter phone number. 1 (817) 484-3713 1 4 Reference 3 - Contact Person & Title 7 Matt beard, Director 4 Reference 3 - Email Address 8 matt@dwfi.org 4 Reference 3 - Scope of Work 9 Supplemental Safety, Hospitality Services, Outreach 5 I Reference 3 - Contract Period 0 October 2017 - Present Page 11 of 20 pages Vendor: Block by Block 8249 Addendum 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 56 of 75 5 Registered with the State of Texas The responding individual or business must be registered in the State of Texas, or the County of Denton, to provide the products or services required in the solicitation, and the individual or business must have all licensure required by the State to provide any services required under this contact. To learn how to obtain information about filing with the State of Texas, or obtaining copies or certificates from the Secretary of State visit Webpage: htto://www.sos.state.tx.us/corD/cooies.shtmi; Phone 512-463-5578; or email corDcertasos.state.tx. us. 5 Authorized Manufacturer 2 Authorized manufacturer or distributor authorized by the manufacturer for products identified in the Technical Specifications to sell to the City of Denton, Texas. Attach documentation such as a letter from the manufacturer or a line card. L35 Section 4 Terms and Conditions 5 General Provisions 4 1. SILENCE OF SPECIFICATIONS The apparent silence of these specifications as to any detail or the apparent omission from it of a detailed description concerning any point, shall be regarded as a meaning that the only best commercial practices are to prevail. All interpretations of these specifications shall be made on the basis of this statement. 2. RESPONDENTS COST TO DEVELOP SUBMITTAL Respondents to this solicitation are responsible for all costs of submittal preparation, delivery and any oral presentations required as part of the selection process. All materials submitted in response to the solicitation become property of the City of Denton and will be returned only at the option of the City. 3. MINIMUM RESPONSE Submittals that do not, at a minimum, contain the required Attachments will be subject to disqualification at the sole discretion of the City of Denton. If any firm submitting a proposal is a corporation, it must be registered to conduct business in the State of Texas. Proof of this registration must be included as part of the submittal. 4. VALIDITY PERIOD The information included in the solicitation response(s), and any cost information obtained from a negotiation process, remain valid for 120 days from the response due date or until the contract is approved by the governing body. 5. REJECTION OF SUBMITTAL ANY PROPOSAL SUBMITTED AFTER THE DUE DATE AND TIME SPECIFIED WITHIN SECTION III, SHALL BE REJECTED. THE CITY SHALL REJECT RESPONSES SUBMITTED BY FIRMS THAT DO NOT MEET MINIMUM QUALIFICATIONS. The City of Denton reserves the right to reject any and all submittals received in response to the solicitation and to waive any minor technicalities or irregularities as determined to be in the best interest of the City. 6. PROPRIETARY INFORMATION If a respondent does not desire proprietary information in the submission to be disclosed, the respondent shall identify all proprietary information in the submission. This identification will be accomplished by individually marking each page or line item detail with the words "Proprietary Information". If the respondent fails to identify proprietary information, the respondent agrees that by submission of its response, that those sections shall be deemed non- proprietary and made available upon public request. Respondents are advised that the City, to the extent permitted by law, will protect the confidentiality of all submissions. Respondent shall consider the implications of the Texas Public Information Act, particularly after the solicitation process has ceased and the contract has been awarded. While there are provisions in the Texas Public Information Act to protect proprietary information, where the Page 12 of 20 pages Vendor: Block by Block 8249 Addendum 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 57 of 75 respondent can meet certain evidentiary standards, please be advised that a determination on whether those standards have been met will not be decided by the City of Denton, but by the Office of the Attorney General of the State of Texas. In the event a request for public information is made, the City will notify the respondent, who may then request an opinion from the Attorney General pursuant to 552.305, Texas Government Code. The City will not make a request of the Attorney General. 7. NON -ENDORSEMENT If a submission is accepted, the successful respondent shall not issue any news releases or other statements pertaining to the award or servicing of the agreement that state or imply the City of Denton's endorsement of the successful respondent's services. 8. ASSIGNMENT The successful contractor shall not sell, assign, transfer or convey this contract in whole, or part, without the prior written consent of the Purchasing Manager. 9. UNAUTHORIZED COMMUNICATIONS After release of this solicitation, respondent contact regarding this solicitation with members of the evaluation, interview or selection panels, employees of the City or officials of the City other than the Purchasing Manager, or authorized City of Denton purchasing staff, or as otherwise indicated is prohibited and may result in disqualification from this procurement process. No officer, employee, agent or representative of the respondent shall have any contact or discussion, verbal or written, with any members of the City Council, members of the evaluation, interview, or selection panels, City staff or City's consultants, or directly or indirectly through others, seeking to influence any City Council member, City staff, or City's consultants regarding any matters pertaining to this solicitation, except as herein provided. If a representative of any respondent violates the foregoing prohibition by contacting any of the above listed parties with who contact is not authorized, such contact may result in the respondent being disqualified from the procurement process. Any oral communications are considered unofficial and non -binding with regard to this solicitation. 10. DISQUALIFICATIONS Any terms and conditions attached to a solicitation will not be considered unless specifically referred to on a solicitation and may result in disqualification. Any submissions that do not clearly outline all qualifications may be disqualified. 11. INTELLECTUALLY PROPERTY INDEMNIFICATION The contractor will indemnify, defend and hold harmless the City of Denton, and its authorized users, against any action or claim brought against the City of Denton, or its authorized users that is based on a claim that software infringes any patent rights, copyright rights or incorporated misappropriated trade secrets. Contractor will pay any damages attributable to such claim that are awarded against the City of Denton or its authorized users, in a judgment or settlement. If the City of Denton or its authorized users' utilization of the software becomes subject to a claim, or is likely to become subject to a claim, in the sole opinion of the City of Denton, or its authorized users, the Contractor shall, at its sole expense: (1) procure for City of Denton or its authorized users, the right to continue using such software under the terms of this Contract; or (2) replace or modify the software so that it is non -infringing. 12. RIGHTS TO DATA, DOCUMENTS, AND COMPUTER SOFTWARE (GOVERNMENTAL ENTITY OWNERSHIP) Any software, research, reports studies, data, photographs, negatives or other documents, drawings or materials prepared by contractor in the performance of its obligations under this contract shall be the exclusive property of the City of Denton and all such materials shall be delivered to the City by the contractor upon completion, termination, or cancellation of this contract. Contractor may, at its own expense, keep copies of all its writings for its personal files. Contractor shall not use, willingly allow, or cause to have such materials used for any purpose other than the performance of contractor's obligations under this contract without the prior written consent of the City; provided, however, that contractor shall be allowed to use non -confidential materials for writing samples in pursuit of the work. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, Page 13 of 20 pages Vendor: Block by Block 8249 Addendum 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 58 of 75 display, transfer, prepare derivative works, or otherwise use the works. 13. PATENT RIGHTS The contractor agrees to indemnify and hold harmless the City from any claim involving patent right infringement or copyrights on goods supplied. 14. AWARD The City reserves the right to award a contract or contracts to various respondents by line item, section(s), or by entire proposal; whichever is most advantageous, or provides the "best value" to the City, unless denied by the respondent. The City reserves the right to award a contract to a primary vendor, and one or multiple secondary vendors; whichever is most advantageous, or provides the "best value" to the City, unless denied by the respondent. The City reserves the right to consider interlocal cooperative agreements and state/federal contracts in determining the best value for the City. Additional approvals could be required if outside funding is used. 15.CONTRACTS The successful awarded vendor(s) will be required to sign an original contract. A sample contract is attached. 16. INSURANCE The City requires standard insurance for services performed on site. The successful awarded vendor will be required to provide a certificate of insurance as outlined in the contract. 17. CHANGES DURING CONTRACT TERM The awarded contractor shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the products must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to ourchasinaacitvofdenton.com, with the solicitation number in the subject line, for review. Products/Services found to have changed specifications without notification, and acceptance, will be returned at the supplier's expense. Products that have been installed will be replaced at the contractor's expense. 18. ADDING NEW PRODUCTS OR SERVICES TO THE CONTRACT AFTER AWARD Following the Contract award, additional services or products of the same general category that could have been encompassed in the award of this contract, and that are not already on the contract, may be added. A formal written request may be sent to successful Contractor (s) to provide a proposal on the additional services and shall submit proposals to the City of Denton as instructed. All prices are subject to negotiation with a Best and Final Offer ("BAFO"). The City of Denton may accept or reject any or all pricing proposals, and may issue a separate solicitation for the services/products after rejecting some or all of the proposals. The commodities and services covered under this provision shall conform to the statement of work, specifications, and requirements as outlined in the request. Contract changes shall be made in accordance with Local Government Code 252.048 19. SAFETY AND ENVIRONMENTAL HAZARDS The City does not warrant or guarantee against the possibility that safety or environmental hazards or potential hazards (including premises and special defects) may exist at the City's facilities. The Contractor shall be responsible for identifying any hazardous conditions and notifying the City of these conditions in writing no later than 30 days after contract award and prior to initiation of service delivery on the property. This will be accomplished by the Contractor conducting an environmental assessment and an occupational health, and safety inspection of the service bay or field service areas by competent, qualified and appropriately licensed practitioners. The costs of these inspections and any subsequent corrective action will be negotiated between the City and the Contractor. All contractors to the City of Denton are required to ensure absolute safety standards are applied and enforced. The City of Denton will not be responsible for individual contractor safety, and the awarded contractor shall not hold the City of Denton responsible. Known hazards shall immediately be reported and all safety precautions shall be taken to prevent potential safety issues from occurring. Page 14 of 20 pages Vendor: Block by Block 8249 Addendum 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 59 of 75 20. CONTRACTOR STANDARDS OF PERFORMANCE Monthly Time Standards - Contractors shall fully understand that the City relies on the product or service of the solicitation to provide vital municipal services, and the availability and reliability of the equipment is of the essence. With this in mind, the Contractor shall meet the following performance standards at all times. Labor disputes, strikes, and other events, except those beyond the Contractor's control such as acts of God, shall not relieve the Contractor from meeting these standards. For service category, the Contractor must ensure the given level of service is achieved, within the designated number of working hours. Contractor shall deliver goods or services within specified delivery times for 95% of all orders. 21. ANTICIPATED PROBLEMS AND PROPOSED SOLUTIONS Respondent shall offer written observations, based upon previous experiences in public projects of this magnitude, addressing any anticipated problems and offer proposed solutions to those problems. 22. ADDITIONAL GENERAL REQUIREMENTS A. Prior to commencement of the services, the City and selected individual or business will conduct an initial meeting to review the overall scope, schedule, deliverables and planning process to implement a successful program. B. The awarded Contractor shall provide to the City of Denton, detailed reports of time and services provided to the City on a monthly basis. C.Staff available to assist the selected provider is limited; the proposals submitted should not anticipate extensive staff assistance during equipment repairs or maintenance. 23. PAYMENT AND PERFORMANCE REQUIREMENTS a. PAYMENT AND INVOICES: Payment processing: The City review, inspection, and processing procedures for invoices ordinarily require thirty (30) days after receipt of invoices, materials, or services. Submissions which call for payment before thirty (30) days from receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and processing procedures can be completed as specified. It is the intention of the City of Denton to make payment within thirty days after receipt of valid invoices for which items or services have been received unless unusual circumstances arise. The 30 day processing period for invoices will begin on the date the invoice is received or the date the items or services are received, whichever is later. Direct deposit for payments: Contractors are encouraged to arrange for receiving payments through direct deposit. Information regarding direct deposit payments is available from the City of Denton Purchasing website: www.dentonpurchasing.com. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro -forma invoice shall be sent to the contract administrator as identified in the Notice to Proceed. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. b. PAYMENT TO PERFORMANCE MILESTONES Awarded contractor shall prepare and submit invoices after completion of specific project milestones. The invoice shall detail the major milestones accomplished and detailed cost information for project. These milestones shall be submitted to the City of Denton and the City's Project Staff shall review such for completion and accuracy, prior to payment authorization. c. TAX EXEMPTION The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article 20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any Contractor performing work under this contract for the City of Denton may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption certificates to suppliers. Certificates must comply with State Comptroller's ruling #95-0.07 and #95-0.09. Page 15 of 20 pages Vendor: Block by Block 8249 Addendum 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 60 of 75 5 5 24. SUBMISSION ERRORS Prices offered shall be used for submission analysis and for agreement pricing. In case of errors in the pricing extension or totals, the unit pricing offered by the respondent will govern. 25. RIGHT TO PROTEST Any interested party who is aggrieved in connection with a solicitation or award of a contract above the formal threshold may protest to the Procurement Director. Protests based upon alleged improprieties in a solicitation that are apparent before the solicitation due date shall be filed not less than five (5) working days before the solicitation due date. In all other cases, protests shall be filed within five (5) days of notice of intent to award or in the absence of a notice of intent to award, prior to the award date. Filing of a protest must be in accordance with Article 12 of the Procurement Policy Manual found on the City of Denton webpage, Materials Management department page, under the Standard Terms, Conditions, and Policies section. General Provisions - Additional for Goods & Services 1.PREFERENCES VENDORS THAT MEET OR EXCEED AIR QUALITY STANDARDS 1. This section applies only to a contract to be performed, wholly or partly, in a non -attainment area or in an affected county, as those terms are defined by Section 386.001, Health and Safety Code. 2. A governmental agency procuring goods or services may: give preference to goods or services of a vendor that demonstrates that the vendor meets or exceeds any state or federal environmental standards, including voluntary standards, relating to air quality; or require that a vendor demonstrate that the vendor meets or exceeds any state or federal environmental standards, including voluntary standards, relating to air quality. The preference may be given only if the cost to the governmental agency for the goods or services would not exceed 105 percent of the cost of the goods or services provided by a vendor who does not meet the standards." 2. PERFORMANCE LIQUIDATED DAMAGES The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: • Delivery beyond contracted lead times • Performance below contracted levels (services only) The Contractor shall be assessed a one (1 %) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor's monthly profit margin. 3. WARRANTIES The contractor shall provide a warranty that is standard in the industry. Repair or Maintenance of fleet not performed to industry standards shall be accomplished at the contractor's expense, at the option of the City. 4. QUANTITIES The quantities indicated on the Pricing Sheet are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the prices. Individual purchase orders will be issued on an as needed basis. Page 16 of 20 pages Vendor: Block by Block 8249 Addendum 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 61 of 75 5. SAMPLES Respondents must make samples available upon request by the City of Denton prior to award with no costs to the City. 6. AUTHORIZED DISTRIBUTOR The respondent shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. 7. SUBSTITUTIONS Substitutions are not permitted without the written approval of The City of Denton Purchasing Department. If specific manufacturers, brands or part numbers are listed in the exhibits, the City will not accept substitutes. If the manufacturer part numbers provided has been updated, but do not change the material functionality, please note the change in bid exceptions. 8. SHIPPING, DELIVERY, AND PACKAGING Identification of Shipments: In addition to the complete destination address, each delivery must be clearly marked with the purchase order number. Each shipment must be accompanied by a packing slip. Packaging and Labeling: All items shipped must be properly labeled, with weather resistant labeling, showing the brand name, package quantity, lot number (if applicable) and any other necessary identifying information. Special Delivery Requirements: City Department representatives may have specific, internal delivery rules and policies. These will be provided on each purchase order issued. The contractor(s) will be required to adhere to those requirements. Hours of Delivery: Delivery shall be made during the hours of 8:00 am to 3:00 pm (CST) unless prior approval for after-hours delivery has been obtained from the City. In the event of any approval by the City for after-hours delivery, Contractor may not invoice any additional charges for that delivery. Contractor is encouraged to obtain City's hours of operation at time of order. Delivery Schedule: Respondent's shall furnish, in the space indicated on the price sheet, a delivery schedule for each line item as to time required for delivery after receipt of order (ARO) under normal conditions. Delivery Days means calendar days, unless otherwise specified. Failure to state delivery time may disqualify Respondent. The City of Denton, at its sole option, may choose to negotiate delivery times. Delivery Delays: If delay is foreseen, Contractor shall give written notice to the City and must keep City advised at all times of the status of order. Default in promised delivery (without accepted reasons) or failure to meet specifications authorizes the City to purchase goods and services of this solicitation elsewhere and charge any increased costs for the goods and services, including the cost of re -soliciting, to the Contractor. Failure to pay a damage assessment is cause for contract cancellation and/or removal of the contractor from the City's authorized list of suppliers. Compliant Products: Providing products or materials which do not meet all specification requirements does not constitute delivery. Delivery does not occur until the contractor delivers products ormaterials in full compliance with the specifications to City's F.O.B. destination, unless delivery is specifically accepted, in whole or in part, by the Customer. City reserves the right to require new delivery or a refund in the event that materials or products not meeting specifications are discovered after payment has been made. Restocking Fee: The City may request that a contractor accept return of merchandise already delivered or that a contractor cancel an order prior to delivery. If the return is required through no fault of the contractor, the contractor may request a reasonable restocking charge. The Customer may pay a restocking charge if the City determines that the charge is justifiable. As a guideline, such charges shall not exceed 10%. There shall be no fees charged for cancellation of an order prior to shipment by the Contractor. Page 17 of 20 pages Vendor: Block by Block 8249 Addendum 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 62 of 75 5 6 5 7 5 8 Bid Acceptance I have read and understand the Terms and Conditions, Specifications, and Insurance requirements, contained herein, and further agree to abide and accept said Terms, Conditions and Specifications. Yes - with exceptions Bid Acceptance Exceptions If you answered yes - with exceptions to the above question please list the exceptions. (Additional exceptions will not be allowed during the negotiation process) See the document titled "Legal Review ALG to City of Denton Contract" attached in additional response attachments for detailed notes on exemptions. Additional Agreement Any additional agreement that the supplier wishes to have considered as part of the resulting contract shall be attached and submitted with the response to this solicitation. Any agreement that is submitted after the closing date of the solicitation shall not be considered. Please note that agreements in direct conflict with the terms and conditions of this solicitation may result in rejection of your response to the solicitation. ❑ Acknowledged (Acknowledged) Page 18 of 20 pages Vendor: Block by Block 8249 Addendum 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 63 of 75 5 9 6 0 Acknowledgement The undersigned agrees this submission becomes the property of the City of Denton after the official opening. The undersigned affirms he has familiarized himself with the specification, drawings, exhibits and other documents; the local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and storage of materials and equipment; and all other matters that will be required for the work before submitting a response. The undersigned agrees, if this submission is accepted, to furnish any and all items/services upon which prices are offered, at the price(s) and upon the terms and conditions contained in the specification. The period for acceptance of this submission will be 120 calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to execute this contract, that this submission has not been prepared in collusion with any other respondent, nor any employee of the City of Denton, and that the contents of this submission have not been communicated to any other respondent or to any employee of the City of Denton prior to the acceptance of this submission. Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section 1 et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.01, et seq. The undersigned affirms that they have read and do understand the specifications, all exhibits and attachments contained in this solicitation package. The undersigned agrees that the solicitation package posted on the website are the official specifications and shall not alter the electronic copy of the specifications and/or pricing sheet, without clearly identifying changes. The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at: City of Denton Solicitations I certify that I have made no willful misrepresentations in this submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this submission will be investigated, with my full permission, and that any misrepresentations or omissions may cause my submission to be rejected. ❑ Acknowledge (Acknowledge) Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be reauired to furnish an oriainal Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at: httos://www.ethics.state.tx.us/whatsnew/elf info form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign the Form 1295 6. Email the form to Durchasinara)citvofdenton.com with the contract number in the subject line. (EX: Contract 1234 - Form 1295) 7. The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission's website within seven business days. 0 Acknowledge (Acknowledge) Page 19 of 20 pages Vendor: Block by Block 8249 Addendum 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 64 of 75 Bid Lines 1 Cost of Program (Line excluded from response total) 2 Cleaning & Maintenance -Partial Implementation Quantity: 1 UOM: LS Price: $220,576.74 I Total: $220,576.74 Item Notes: See Scope 3 Cleaning & Maintenance -Full Implementation Quantity: 1 UOM: LS Price: $338,309.87 1 Total: $338,309.87 Item Notes: See Scope 4 Safety & Hospitality -Partial Implementation Quantity: 1 UOM: LS Price: $341,828.191 Total: $341,828.19 Item Notes: See Scope 5 Safety & Hospitality -Full Implementation Quantity: 1 UOM: LS Price: $373,009.21 1 Total: $373,009.21 Item Notes: See Scope Response Total: $1,273,724.01 Page 20 of 20 pages Vendor: Block by Block 8249 Addendum 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 65 of 75 EXHIBIT C BLQCKby Near West Side Pricing May 13, 2024 Pricing Pay Rate $ 18.00 $ 21.00 $ 23.00 $ 36.601 FICA $ 1.38 $ 1.61 $ 1.76 $ 2.80 WC $ 1.19 $ 1.39 $ 1.52 $ 2.42 Liability Unemployment $ $ 0.63 0.43 $ $ 0.74 0.51 $ $ 0.81 0.55 $ $ 1.28 0.88 Subtotal $ 21.63 $ 25.23 $ 27.64 $ 43.98 Weekly Hours - 80.00 - 40.00 Annual Hours - 4,160.00 - 2,080.00 Annual Billing $ - $ 104,971.78 $ - $ 91,475.40 Overhead Benefits Profit $ $ $ 9.16 4.23 4.04 $ $ $ 9.16 4.23 4.04 $ $ $ 9.16 4.23 4.04 $ $ $ 9.16 4.23 4.04 Bill Rate $ 39.06 $ 42.66 $ 45.06 $ 61.41 Weekly Hours Annual Hours Annual Billing $ $ - - - $ $ 80.00 4,160.00 177,470.55 $ $ - - - $ $ 40.00 2,080.00 127,724.79 Billing is done monthly, with a flat monthly fee of $25,432.94 beginning with the launch month. We anticipate this launch to be on August 01, 2024. Deployment Ent. District Walking/Bike Patrol 6pm - 3am 8 8 8 24 Ent. District 6pm - 3am 8 8 8 24 Safety Ent. District 3pm - 12am 8 8 16 Ent. District Walking Patrol 3pm - 12am 8 8 16 0 6pm - 3am 8 8 8 24 Operations Manager All Working Manager 3pm - 12am 8 8 16 24 24 0 0 24 24 24 1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 66 of 75 BLOCKby BLOCK AN 5M5 MXDIN45 COMPANY Schedule Cleaning Ambassador - Safety Ambassadors 80.00 (Team Leader - (Operations Manager 40.00 Weekly Total 120.00 (Annual 6,240.00 FTE Employees 3.001 Equipment List ITwo-way Radio (CP200D) 2023 $ 950.00 3.00 $ 2,850.00 $ 1,071.70 Radio Charging Bank 2023 $ 400.00 1.00 $ 400.00 $ 150.41 IBody Worn Cameras 2023 $ 850.00 3.00 $ 2,550.00 $ 958.89 IComputers & Printer 2023 $ 2,100.00 1.00 $ 2,100.00 $ 789.68 (Lockers (Bank of 5) 2023 $ 400.00 1.00 $ 400.00 $ 150.41 IiPhones/SMART Devices 2023 $ 450.00 3.00 $ 1,350.00 $ 507.65 (Break Room Table, Microwave, Frig 2023 $ 2,600.00 1.00 $ 2,600.00 $ 977.69 ITOTAL $ 16,000.00 $ 6,016.58 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 67 of 75 EXHIBIT D CONFLICT OF INTEREST DISCLOSURE REQUIREMENT Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (i.e. The CITY of Fort Worth) must disclose in the Questionnaire Form CIQ ("Questionnaire") the person's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. Bylaw, the Questionnaire must be filed with the Fort Worth CITY Secretary no later than seven days after the date the person begins contract discussions or negotiations with the CITY, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential agreement with the CITY. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also available at http://www.ethics.state.tx.us/forms/CIQ.Pdf. If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might have with the CITY, state Vendor name in the # 1, use N/A in each of the areas on the form. However, a signature is required in the #7 box in all cases. City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 68 of 75 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICEUSEONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. J Name of vendor who has a business relationship with local governmental entity. Ay d,- # 5C11-v : C e_j ., ac. h.a . [31 a JC 4, y 3/ock— J ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) J Name of local government officer about whom the information is being disclosed. Name of Officer J Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? F1 Yes E-1 No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? F]Yes E--1 No J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. J ❑Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). J ur er�N �r)g�u�nwi gov mental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 69 of 75 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code maybe found at hitp.+Avww_statules-logis_state.tx.uV DocVLGvhtrn'LG 176.htm. For easy reference, below are some of the sections cited on this form. Local Govemmenj Code § 176.001 1-a : 'Business relationship" means a connection between two or more parties based i on commercial activity of one of the parties. The term does not include a connection based on - (A) a transaction that is sub)ect to rate or fee regulation by a federal, state, or focal governmental entity or an agenclir of a federal, state, or local governmental entity; (8) a transaction conducted at a price and subject to terms available to the public; or (C) a pu rchase or lease of goods or services from a person that is chartered by a state or federal agency and M is Stbjiect 10 regular examination by, and reporting to, that agency. Local Goveamrnent Code 4176.003(aX&A) i and tB): tat A local government officer shall file a conflicts disclosure statement with respect to a vendor it: (2) thievendou (At has an employment or other business relationship watt the local government officer or a family member of the officer that results in the officer or fancily member receiving taxable income. other than investment income. that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local gov+emirnental entity and vendor hies been executed; or the local governmental entity is considering entering into a contract with the (B) has given to the local government officer or a famiV mem ber of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date 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 wifh the vendor Local Gove rnmena Codes A 176.01)6(a) and UL b la) A vendor shall file a completed conffict of interest questionnaire'ff the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local govemm _.­_jat local governmental entity, or a family member of the officer.. described by Section 1 _ _ -. 1 Zh -.I.- (2) has given a local government officer of that local governmental entity, or a lai y member of the officer, one or more gifts wish the aggregate value specified by Section 176.003(a)(2�48), extruding any gift described by Section 176.000ia-1), or (3) has a family relationship with a local government officer of that Vocal govemmental entity- (a- 1) The completed conflict of interest questionnaire must be filed with the appropriate records admin istrator not later than the seventh business day after the !later of (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmentaf entity; or (8) submits to the local governmental entity an application. response to a request for proposals or bids, correspondence, or another writing related to a potential contract with fife local governmental e"; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by 'Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) o1 a family relationship with a local government officer - Form prordWby Texas Ethics Cowniiis9on waw.ethics state ix.us Rated V111=1 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 70 of 75 City of Fort Worth, Texas Mayor and Council Communication DATE: 01/23/24 M&C FILE NUMBER: M&C 24-0016 LOG NAME: 13PILA DENTON SAFETY AMBASSADORS SERVICES PD MC SUBJECT (CD 9) Authorize Execution of a Purchase Agreement with Mydatt Services, Inc. dba Block by Block for Ambassador Services in the West 7th Entertainment District Using an Interlocal Agreement with the City of Denton in an Annual Amount Up to $315,000.00 for the Initial Term and Authorize Two One -Year Renewal Options for the Same Amount for the Police Department RECOMMENDATION: It is recommended that City Council authorize the execution of a purchase agreement with Mydatt Services, Inc. dba Block by Block for ambassador services in the West 7th Entertainment District using an Interlocal Agreement with the City of Denton in an annual amount up to $315,000.00 for the initial term and authorize two one-year renewal options for the same amount for the Police Department. DISCUSSION: The Police Department approached the Purchasing Division to finalize an agreement for ambassador services for the City of Fort Worth (City). The initial service area is the West 7th Street District, but additional service areas can be incorporated as necessary. The Department requires ambassador services throughout the service area to increase the safety of visitors by being visible, deter aggressive solicitation and other prohibited behaviors, improve public order and reduce crime, interact directly with property and business owners, engage with people who may need social service outreach and referrals, greet pedestrians, and provide general assistance to the public. Ambassadors will also document all interactions with the public using the Statistics Management and Ambassador Reporting Technology (SMART) System. The SMART System will allow the vendor to deliver weekly, monthly, and annual reports detailing services provided, identification of problem areas, trends, and indicate the type of services or attention needed to demonstrate the effectiveness of the program. In April 2023, the City of Denton processed a Bid (Request for Proposal 8249) for Downtown Denton Ambassador Program. The solicitation was advertised in the Denton Record -Chronicle on April 16, 2023, April 23, 2023, May 14, 2023, and May 21, 2023. The extended opening date for the solicitaion was on May 31 st, 2023; one (1) response was received. An evaluation team scored the proposal and awarded the agreement to Mydatt Services, Inc. dba Block by Block. In November 2023, Purchasing staff requested a quote from the awarded vendor, Mydatt Services, Inc. dba Block by Block. State law provides that a local government purchasing an item under an Interlocal Agreement satisfies state laws requiring that the local government seek competitive bids for purchase of the item. The City of Denton conducted competitive bidding for the contract in April 2023 (Request for Proposal 8249). City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 71 of 75 FUNDING: The award amount allowed under this agreement will be $315,000.00; however, the actual amount used will be based on the department's need and available budget. Funding is budgeted in the Other Contractual Services account within the Crime Control and Prevention District (CCPD) Fund for the Police Department, as appropriated. BUSINESS EQUITY: A M/WBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity. AGREEMENT TERMS: Upon City Council approval, the agreement will begin upon execution and expire on November 6, 2024. The City will not execute an agreement with Block by Block until a valid petition to create a West 7th Public Improvement District (PID) is received. RENEWAL TERMS: The agreement may be renewed at the City's option for two (2) additional one year renewal terms. Renewal of this agreement by the City does not require specific City Council approval, provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that upon approval of the recommendation, funds are available in the current operating budget, as previously appropriated, in the Crime Control & Prev Distr Fund. Prior to an expenditure being incurred, the Police Department has the responsibility to validate the availability of funds. Submitted for Citv Manaaer's Office bv: Reginald Zeno 8517 Fernando Costa 6122 Oriainatina Business Unit Head: Reginald Zeno 8517 Neil Noakes 4212 Additional Information Contact: Jo Ann Gunn 8525 Maria Canoura 2526 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 72 of 75 City of Fort Worth, Texas Mayor and Council Communication DATE: 01/30/24 M&C FILE NUMBER: M&C 24-0096 LOG NAME: 35FY24 CCPD BUDGET AMENDMENT SUBJECT (ALL) Conduct Public Hearing and Approve Amendment to the Fiscal Year 2024 Crime Control and Prevention District Budget to Increase the Budget in the Enhanced Response Initiative by a Total of $2,165,058.00 and the Equipment Technology and Infrastructure Initiative by a Total of $3,634,332.00, from Available Fund Balance, Adopt Appropriation Ordinance, and Amend the City's Fiscal Year 2024 Budget (PUBLIC HEARING - a. Report of City Staff: Keith Morris; b. Public Comment; c. Council Action: Close Public Hearing and Act on M&C) RECOMMENDATION: It is recommended that the City Council: 1. Conduct a public hearing and approve an amendment to the Fiscal Year 2024 Crime Control and Prevention District budget to increase the budget in the Enhanced Response Initiative by $2,165,058.00 and the Equipment Technology and Infrastructure Initiative by $3,634,332.00, from available fund balance; 2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Crime Control and Prevention District Fund, from available fund balance, as follows: increase the Police Department line item in the amount of $162,236.00 for non -match costs associated with the COPS Hiring Program grant; increase the transfer to CCPD Capital Projects Fund in the amount of $4,139,332.00; increase the transfer to the Grants Operating Federal Fund in the amount of $1,289,455.00 to provide the match for the COPS Hiring Program grant; and increase the Transportation and Public Works line item by $208,367.00 for the school crossing guard program; 3. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Crime Control and Prevention District Capital Projects Fund in the amount of $4,139,332.00, transferred from the Crime Control and Prevention District Fund, for the purpose of funding the Facility Renovation/Exp-Police project (City Project No. P00050) in the amount of $3,634,332.00; the Equipment -Police project (City Project No. P00033) in the amount of $140,000.00 and the Police Entertainment District project (City Project No. 105315) in the amount of $365,000.00; 4. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Grants Operating Federal Fund, transferred from the Crime Control and Prevention District Fund, in the amount of $1,289,455.00 for the purpose of increasing the grant match to the COPS Hiring Program grant; and 5. Amend the Fiscal Year 2024 Adopted Budget. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to conduct a public hearing and approve an amendment to the Fiscal Year (FY) 2024 Crime Control and Prevention District (CCPD) budget to increase funding for the Enhanced Response Initiative and the Equipment Technology and Infrastructure Initiative, to increase budgeted fund balance by the same amount, and to make corresponding changes to the City's adopted FY2024 budget. ENHANCED RESPONSE INITIATIVE AMENDMENTS Crime Prevention in Entertainment Districts: In an effort to address safety concerns in the four (4) entertainment districts, this request will fund a one-year pilot Ambassador Program for the West 7th district, an Entertainment Districts Study for strategic planning on safety in Downtown, Stockyards, West 7th and the Near Southside districts, and the installation of traffic bollards in the West 7th district. This request will increase the CCPD Violent Crime Response Special Program by $505,000.00, which will be allocated between a programmable capital project for bollards ($140,000.00) and a static project for the ambassador and entertainment district study ($365,000.00), with the study also receiving funding from other sources. School Crossing Guard Program: The Transportation and Public Works Department requests that the vendor billing rate be increased to stay competitive in the labor market for school crossing guards in an effort to keep staffing positions filled during the 2023/2024 academic year and help retain experienced crossing guards for student safety. The School Crossing Guard program currently serves fourteen (14) school districts and 150+ schools, with approximately 284 crossing guard intersection locations. This request will increase the CCPD Crossing Guards Program by $208,367.00. Community Partnership Command Community Policing Positions: On May 9, 2023, M&C 23-0364 authorized the application for, and acceptance of, a Community -Oriented Policing Services Grant in the amount up to $1,375,000.00 for the purpose of hiring eleven (11) Officers for a three-year period from FY2024-FY2027. On November 2, 2023, the department was notified of its application approval. Due to the overlapping timelines for the FY2024 budget development process and the grant application deadline, the department submitted a funding request for four of the eleven positions through the City's budget process. These four positions were approved and funded in the FY2024 CCPD budget in the Recruitment and Training Initiative, New Officer Recruit Training Program. The grant award to the Police Department for the COPs Hiring Program was revised from the initial award amount of $1,375,000.00 to $875,000.00 for the remaining seven (7) positions. The City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 73 of 75 revised grant award amount equates to $125,000.00 per officer for the three year period. The City's obligation for grant match in the amount of $1,289,455.00 and non -match costs in the amount of $162,236.00 for a total cash match of $1,451,691.00 that will cover the additional yearly salaries and related expenses associated with the seven positions for the three year period. This request will increase the CCPD COPS Hiring Match Program by $1,451,691.00, with the match appropriated in a grants fund and the other costs added to the Police Department's operating budget in the CCPD Fund. EQUIPMENT TECHNOLOGY AND INFRASTRUCTURE INITIATIVE Facility Requirement Program: This request consists of (1) the renovation of 7,000 square feet of shell space at the Bob Bolen facility which will provide for larger classrooms for recruit training classes, additional parking spaces, storage containers, and (2) a police facility master plan for a comprehensive assessment of condition of existing police facilities, potential costs for improvements and long-range planning for police facilities. This request will increase the Facility Requirement Program by $3,634,332.00. At its November 28, 2023 meeting, the CCPD Board conducted a public hearing and approved a budget amendment of $5,799,390.00 to fund the costs for these programs. The action in this M&C will amend the FY2024 Adopted Budget as approved in connection with Ordinance 26453-09-2023, Section 2, Special Revenue Funds, as listed on page 6. FY2024 Adopted Budget I Current Amendment FY2024 Amended Budget 1 130,727,653.00 J 5,799,390.00 136,527,043.00 Funding is available for appropriation in the fund balance within the Crime Control & Prevention District Fund for the purpose of funding the Enhanced Response Initiative and the Equipment Technology and Infrastructure Initiative. The beginning fund balance is $56,402,406.36 and after appropriation from this M&C, the ending balance will be $50,603,016.36. This will serve ALL COUNCIL DISTRICTS A Form 1295 is not required because: This M&C does not request approval of a contract with a business entity FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are currently available in fund balance within the Crime Control and Prev Dist Fund and, upon approval of the above recommendations and adoption of the attached appropriation ordinances, funds will be available in the Crime Control & Prev Dist Fund and in the Grants Operating Federal and CCPD Capital Projects Funds for the COPS Hiring Program, Facility Renovation/Exp - Poli and Equipment -Police and PD Entertainment District projects as appropriated. Prior to an expenditure being incurred, the Police Department has the responsibility of verifying the availability of funds. Submitted for Citv Manaaer's Office bv: Fernando Costa 6122 Oriainatina Business Unit Head: Neil Noakes 4212 Additional Information Contact: Expedited Neil Noakes 4212 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 74 of 75 City of Fort Worth, Texas Mayor and Council Communication DATE: 04/23/24 M&C FILE NUMBER: M&C 24-0307 LOG NAME: 02WEST SEVENTH AMBASSADOR START DATE SUBJECT (ALL) Amend Mayor and Council Communication 24-0016 to Authorize Immediate Execution of Agreement with Mydatt Services, Inc., dba Block by Block, for Ambassador Services in the West 7th Entertainment District RECOMMENDATION: It is recommended that the City Council amend Mayor and Council Communication 24-0016 to authorize immediate execution of an agreement with Mydatt Services, Inc., dba Block by Block, for Ambassador Services in the West 7th Entertainment District for the Police Departments. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to amend M&C 24-0016 to authorize immediate execution of the agreement for the ambassador program for the West 7th Entertainment District. On January 23, 2024, the Fort Worth City Council approved M&C 24-0016, which authorized an agreement with Mydatt Services, Inc., dba Block by Block, for the ambassador services using an interlocal agreement with the City of Denton for an initial annual amount up to $315,000.00 and two one-year renewal options. The cost of services in the first year is being funded as a one-year pilot program by the Crime Control and Prevention District, which authorized funding at its meeting in November 2023, with Council approving that budget amendment in January 2024 (M&C 24-0096). Services in subsequent years are anticipated to be paid for out of a public improvement district (PID) that has been proposed for this area. Because funding beyond the first year is tied to the PID, M&C 24-0016 explicitly said that "The City will not execute an agreement with Block by Block until a valid petition to create a West 7th [PID] is received." Rather than wait on the pending PID process, staff wishes to move forward with the one-year pilot, recognizing that funding beyond the first year remains to be determined. Approval of this M&C would amend the prior action to authorize immediate execution of the agreement. The initial term will commence on execution and expire on November 6, 2024 to align with Denton's contract. Subject to Denton's contract being renewed, Fort Worth could execute a partial year renewal from November 7 to the first anniversary of the City's contract based on the previously approved CCPD funding. Renewals for the remaining year and a half (assuming Denton exercises its second renewal option to expire November 6, 2026) could only be exercised if funding has been appropriated from the PID or another source. A Form 1295 is not required because: This M&C does not request approval of a contract with a business entity FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that upon approval of the recommendation, funds are available in the current operating budget, as previously appropriated, in the General Fund. Prior to an expenditure being incurred, the Fire Department has the responsibility to validate the availability of funds. Submitted for Citv Manaaer's Office bv: William Johnson 5806 Oriainatina Business Unit Head Additional Information Contact: Expedited Fernando Costa 6122 Denis McElroy 2758 City of Fort Worth and Mydatt Services, Inc. dba Block by Block - Interlocal Agreement City of Denton Contract #8249 Page 75 of 75