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HomeMy WebLinkAboutAgenda_GGAF_07.26.2017Notice of Meeting for the General Gov ernment and Finance Adv isory Board of the City of Georgetown July 26, 2017 at 4:30 PM at Georgetown Communications and Technology Conference Room, located at 510 West 9th Street, Georgetown, Tx The City o f G eo rgeto wn is committed to comp lianc e with the Americans with Dis abilities Ac t (ADA). If yo u req uire as s is tanc e in participating at a p ublic meeting d ue to a disability, as d efined und er the ADA, reas onab le as s is tance, ad ap tatio ns , or acc o mmo d ations will b e provid ed up o n req uest. P leas e c o ntact the City Sec retary's Office, at leas t three (3) days prior to the sc hed uled meeting d ate, at (512) 930-3652 o r City Hall at 113 Eas t 8th Street fo r add itional info rmation; TTY us ers ro ute through Relay Texas at 711. REVISE D AGENDA Legislativ e Regular Agenda A Review the minutes from June 28, 2017 G eneral Go vernment and Financ e Advis o ry Bo ard meeting - Danella Ellio tt, Bo ard Liais o n B Co nsideration and possible actio n to elec t a new Sec retary for the General Go vernment and Finance Board (GGAF) to fill a vac anc y. - Danella Ellio tt, Bo ard Liais o n C Co nsideration and possible actio n to reco mmend contrac ting with Dec orIQ o f F ate, Texas, pend ing City Co uncil appropriatio n in the F Y2018 b ud get, in the amount no t to exc eed $87,400 fo r the leas ing, ins tallation, maintenance, and removal of the 2017 ho lid ay lights, the ins tallatio n and maintenance o f the build ing c ornic e lights, and the installation and remo val o f the holiday wreaths and tree. - Jac k Daly, As s is tant to the City Manager; Trish Long, F acilities S uperintend ent CERTIFICATE OF POSTING I, Shelley No wling, C ity S ecretary fo r the C ity of Geo rgeto wn, Texas , d o hereby c ertify that this Notice of Meeting was p o s ted at City Hall, 113 E. 8th Street, a p lace read ily acc es s ible to the general p ublic at all times , on the ______ d ay o f __________________, 2017, at __________, and remained so p o s ted fo r at leas t 72 c o ntinuo us ho urs p receding the sc heduled time o f s aid meeting. ____________________________________ S helley No wling, City Sec retary Page 1 of 32 City of Georgetown, Texas Government and Finance Advisory Board July 26, 2017 SUBJECT: Review the minutes fro m June 28, 2017 General Government and Financ e Ad vis ory Board meeting - Danella Ellio tt, Board Liaison ITEM SUMMARY: Review the minutes fro m June 28, 2017 General Government and Financ e Ad vis ory Board meeting - Danella Ellio tt, Board Liaison FINANCIAL IMPACT: N/A SUBMITTED BY: ATTACHMENTS: Description Type 06.28.2017 GGAF Draft Minutes Backup Material Page 2 of 32   Minutes General Government and Finance Advisory Board City of Georgetown, Texas Wednesday, June 28, 2017 at 4:30 PM The General Government and Finance Advisory Board met on Wednesday, June 28, 2017 at 4:30 PM at the Georgetown Communications and Technology building (GCAT), located at 510 West 9th Street, Georgetown, Texas. Board Members Present: City Staff Present: Tommy Gonzalez, Chair David Morgan, City Manager John Hesser, District 3 Laurie Brewer, Assistant City Manager James Bralski Danella Elliott, Executive Assistant Chere` Heintzmann Board Members Absent: Severine Cushing Eric Johnson, CIP Manager Trish Long, Facilities Superintendent Sabrina Poldrack, Administrative Assistant Others Present : Claire Lacombe, GISD Intern Legislative Regular Agenda Tommy Gonzalez, Chair, called the meeting to order at 4:33 p.m. He asked that any guest in attendance introduce themselves. The only guest is Claire Lacombe, with GISD, who is shadowing Laurie Brewer, Assistant City Manager. A Review minutes from the May 31, 2017 General Government and Finance (GGAF) Advisory Board – Danella Elliott, Executive Assistant Board did not have any comments regarding the minutes from May 31, 2017. Motion to approve the minutes by James Bralski, second by Chere` Heintzmann. Approved 4-0; Severine Cushing absent. Before moving on to Agenda Item B, James Bralski signed a Conflict of Interest form and asked to recuse himself for the remainder of the meeting. B Consideration and possible action to approve the Guaranteed Maximum Price (GMP) for the Design/Build agreement with G. Creek Construction of Austin, Texas for the restoration of Grace Heritage Center – Eric Johnson, CIP Manager, and Laurie Brewer, Assistant City Manager Eric Johnson, CIP Manager, began the presentation with passing out handouts, which included Workshop Minutes from Council dated October 13, 2015, Grace Heritage Center Restoration Timeline, and ARCHITEXAS Grace Heritage Condition Assessment Presentation dated October 13, 2015, from the Council Workshop Meeting dated October 13, 2015. These items were requested by John Hesser prior to the GGAF meeting. Eric summarized each handout with the Board Members in order to bring them up to up-to-date on Council’s original approval of monies, and Architexas’ original evaluation in 2015. After a brief summarization, Eric began his current presentation on the costs for restoring Grace Heritage. Many questions and concerns arose Page 3 of 32   Minutes General Government and Finance Advisory Board City of Georgetown, Texas Wednesday, June 28, 2017 at 4:30 PM from the Board as Eric presented the additional dollar amount needed to restore the Grace Heritage Church. The main questions from the Board were why the American’s with Disabilities Act (ADA) requirements and the restroom upgrades were not in the original estimate from Architexas, and why the monies approved by Council for restoration of Grace Heritage had not been used yet. The concern among the Board was deciding if the total cost being requested to restore the Church is beneficial to the City, which David Morgan advised that would need to a Council driven discussion. In response to the concerns, David Morgan explained that the City does not spend money on design plans on projects before approval from Council. Once approval for the project is given, the City goes through the design and bidding process which takes time, and this is where some of the unexpected expenditures come into place. David and Laurie Brewer both agreed that it was exasperating that the original estimate did not include ADA. Eric presented the total amount that it would cost to restore Grace Heritage, $491,500, which includes complete restorative construction, required ADA, bathroom updates, and restoration of the stained glass. $290,000 of the $491,500 was already approved by Council through the Council Special Revenue Fund and the budget process. Members of the Board, Eric, Laurie, and David were in agreement that when this item is brought to Council, the bathroom upgrades need to be presented as a different project, due to the fact that this will be completed by the City no matter the outcome of the Grace Heritage Church restoration. The Board also felt comfortable recommending approval for ADA requirements, using monies the City already has allocated to updating City facilities for these said requirements. The Board recommended that the amount of $491,500 be broken up as such when presented to Council; original Council approved amount of $290,000 be spent on restoration, additional $103,500 for ADA compliance be approved for recommendation, additional $25,500 for restroom upgrades be presented as a different project to Council, and the remaining $72,500 needed to be raised by Preservation Georgetown or reduction in scope. Motion by Tommy Gonzalez, second by John Hesser. Approved 3-0; Severine Cushing & James Bralski absent. Motion to adjourn the meeting at 5:48 p.m. by Tommy Gonzalez; second by John Hesser. Approved 3-0; Severine Cushing and James Bralski absent. __________________________________ ____________ Tommy Gonzalez Date Board Chair __________________________________ ____________ Severine Cushing Date Board Secretary __________________________________ ____________ Danella Elliott Date Board Liaison Page 4 of 32 City of Georgetown, Texas Government and Finance Advisory Board July 26, 2017 SUBJECT: Cons id eration and p o s s ib le ac tion to elec t a new S ecretary fo r the General Government and Financ e Board (GGAF) to fill a vac anc y. - Danella Elliott, Bo ard Liais o n ITEM SUMMARY: FINANCIAL IMPACT: N/A SUBMITTED BY: Danella Ellio tt, Board Liaison Page 5 of 32 City of Georgetown, Texas Government and Finance Advisory Board July 26, 2017 SUBJECT: Cons id eration and p o s s ib le ac tion to rec o mmend c o ntracting with DecorIQ of Fate, Texas , p ending City Counc il appro p riation in the FY2018 bud get, in the amo unt not to exceed $87,400 for the leasing, installation, maintenanc e, and remo val o f the 2017 holiday lights , the ins tallation and maintenanc e of the b uilding cornic e lights , and the ins tallatio n and removal of the ho lid ay wreaths and tree. - Jack Daly, Assistant to the C ity Manager; Tris h Long, Fac ilities Sup erintendent ITEM SUMMARY: The 2017 Holiday Lighting contrac t is a renewal o f the 2015 c o ntract with Dec o rIQ, und er the s ame terms and cond itions . Per s ectio n 4.0 o f the invitation to bid, the City has the option to renew fo r up to four ad d itional holiday s eas ons up o n mutual agreement under the same terms, c ond itions , and p ricing. Staff rec o mmend s c o ntracting with DécorIQ . Tho ugh p rice was not the s ole d etermining fac tor fo r s electio n, Déc o rIQ’s pric e fits with the b udget appropriated for the projec t, and Déc o rIQ has all p o s itive referenc es . Déc o rIQ is a qualified bidder and S taff had p o s itive exp erienc e with their projec t manager d uring the 2015 and 2016 s eas o ns. The p ro p o s ed s c ope o f wo rk inc ludes: leas ing, ins talling, maintaining, and removing ho lid ay lights o n 42 trees in the do wntown; ins talling and maintaining the b uilding lights alo ng the c o rnic es of b uildings d o wntown; and ins talling and removing the 67 wreaths o n the antique light p o les downto wn, as well as the Chris tmas tree on the Courtho use lawn. FINANCIAL IMPACT: Funding is c ontingent upon Co uncil ap p ro val of the F Y2018 Budget. The fund ing fo r the holiday lights c o mes from s everal sources: Holiday Lighting · Leas e, ins tallatio n, maintenanc e, and removal of tree lights fo r 42 trees - $49,000 (p ending b udget ap p ro val, thes e will be fund ed by Georgetown Utility Sys tem) · Leas e, ins tallatio n, maintenanc e, and removal of tree lights o n the 9 large trees aro und the Williamso n County Courthous e - $13,200 (p ending b udget approval, $11,000 funded by Georgetown Utility System; remainder funded b y fund rais ing efforts between Main Street Ad visory Board and the Williamson Co unty Museum, p end ing c o ns ent to s cope o f wo rk by Williams o n County) · To tal ho lid ay lighting: $62,200 Other Services · Purc has e, ins tallation, and maintenanc e of b uilding cornice light - $21,000 (Fac ilities internal s ervic e fund ing) · Ins tallation and removal of Chris tmas wreaths and tree - $4,200 (Convention & Visito rs Bureau fund ing) Page 6 of 32 SUBMITTED BY: Jac k Daly, As s is tant to the City Manager; Tris h Lo ng, Fac ilities Sup erintend ent ATTACHMENTS: Description Type Bid Tabulations Backup Material DecorIQ References Backup Material Invitation to Bid with exhibits Backup Material Page 7 of 32 Bid Invitation No.:201550 - 2015-2016 Christmas Lighting Division:Downtown & Community Services Bid Opening Date:7/15/2015 ITEM#Décor IQ The Christmas Light Co The Christmas Light Guy Lighting of Square: 1 (lease) OR $15,000.00 $18,780.00 $36,432.00 2 (purchase)$45,000.00 $49,200.00 $53,902.00 3 (install/deinstall)$34,000.00 $46,100.00 $34,776.00 Subtotal (lease and install 42 trees)$49,000.00 $64,880.00 $71,208.00 Subtotal (purchase)$79,000.00 $95,300.00 $88,678.00 Optional items: 4 (purchase of lighting for cornices)$12,000.00 $6,995.00 $8,973.96 5 (install of #4)$9,000.00 $14,800.00 $8,466.00 6 (lease of tree lighting on Courthouse)$4,200.00 $2,610.00 $15,630.93 7 (purchase of tree lighting)$11,000.00 $9,630.00 $19,893.96 8 (install/deinstall on Courthouse)$9,000.00 $8,865.00 $14,920.47 9 (purchase of tree uplighting)$21,600.00 $3,150.00 $8,010.00 10 (install)$9,000.00 $4,050.00 $2,250.00 11 (install/deinstall of wreathes/tree)$4,200.00 $6,000.00 $3,960.00 12 (additional charges)$0.00 $0.00 $0.00 Required submittals: Company resume Yes Yes No 3 commercial refs Yes Yes Yes Response time Yes Yes No Problem resolution Yes Yes No Proj Mgr Yes Yes No TERMS Net 30 1%10Net 30 2% early Net 30 DEL 10/15/2015 14 d 9/1/2015 FOR REFERENCE ONLY - This document summarizes proposals received and some key pieces of information which may be located with a brief examination of the responses and is not intended to replace a complete detailed evaluation. Total (Highlighted Items)$87,400.00 $104,150.00 $123,159.36 Page 8 of 32 1 Jackson Daly From:Hairell, Oscar <OHairell@sanmarcostx.gov> Sent:Monday, August 31, 2015 9:53 AM To:Jackson Daly Subject:RE: DecorIQ Reference I would highly recommend using DecorIQ.    Oscar Hairell  Operations Manager ‐‐ Fleet/ Transit/ Facilities  Community Services  City of San Marcos, Tx  512.393.8410 (O)  512.644.6489 (C)  ohairell@sanmarcostx.gov      From: Jackson Daly [mailto:Jackson.Daly@georgetown.org] Sent: Monday, August 31, 2015 9:50 AM To: Hairell, Oscar Subject: RE: DecorIQ Reference   Mr. Hairell,    Just following up on this email. Can you provide a reference for DecorIQ?    Best,  Jack    From: Jackson Daly Sent: Wednesday, July 22, 2015 4:02 PM To: 'ohairell@sanmarcostx.gov' Subject: DecorIQ Reference   Mr. Hairell,    We received a bid from DecorIQ to install our holiday lights in the downtown square. You were listed as a reference.  Would you recommend us using DecorIQ?    Thanks,  Jack    Jackson Daly  Executive Assistant to the Assistant City Manager  City of Georgetown  113 E. 8th Street  Georgetown, TX 78626  512.931.7679  Page 9 of 32 1 Jackson Daly From:James Martin Richards Jr. <jrichards@downtownsa.org> Sent:Thursday, July 23, 2015 11:34 AM To:Jackson Daly Subject:RE: DecorIQ Reference Jackson  We used Mark’s frim to hang 250,000 lights at Travis Park in downtown SA for the 2014 holiday season. His team was  very professional and meet all of our tight timelines leading up to the lighting ceremony.  Sincerely  Jimmy    James M. Richards Jr. Director of PID Operations Centro Public Improvement District 110 Broadway Street, Suite 230 San Antonio, Texas 78205 Office: 210-225-3862 Fax: 210-225-1569 Cell: 210-882-6276 E-mail: jrichards@downtownsa.org Web-site: centrosanantonio.org   NOTE: This message may contain information that may be privileged, confidential, and exempt from disclosure. It is intended for use only by he person to whom it is addressed. The proprietary rights to this correspondence and any files transmitted with it are held exclusively by Centro San Antonio. If you received this message in error, please do not forward or use this information in any way; delete it immediately; and contact the sender as soon as possible by the reply option or by telephone at the telephone number listed. Disclosing, copying, distributing or taking any action in reliance on the contents of this information is strictly prohibited without expressed written permission. Thank you.   From: Jackson Daly [mailto:Jackson.Daly@georgetown.org] Sent: Wednesday, July 22, 2015 4:03 PM To: 'lincoln.stgeorge@sanantonio.gov'; James Martin Richards Jr. Subject: DecorIQ Reference   Mr. St. George and Mr. Richards,    We received a bid from DecorIQ to install our holiday lights in the downtown square. You both were listed as a  reference. Would you recommend us using DecorIQ?    Thanks,  Jack    Jackson Daly  Executive Assistant to the Assistant City Manager  City of Georgetown  113 E. 8th Street  Georgetown, TX 78626  Page 10 of 32 2 512.931.7679  jackson.daly@georgetown.org    Click here to report this email as spam. Page 11 of 32 1 Jackson Daly From:Lincoln St. George (DTOPS) <Lincoln.StGeorge@sanantonio.gov> Sent:Thursday, July 23, 2015 1:31 PM To:Jackson Daly Subject:RE: DecorIQ Reference Yes, they have done an outstanding job hanging lights along our River Walk and in our downtown Parks.  Thanks,  Lincoln    From: Jackson Daly [mailto:Jackson.Daly@georgetown.org] Sent: Wednesday, July 22, 2015 4:03 PM To: Lincoln St. George (DTOPS); 'jrichards@downtownsa.org' Subject: DecorIQ Reference   Mr. St. George and Mr. Richards,    We received a bid from DecorIQ to install our holiday lights in the downtown square. You both were listed as a  reference. Would you recommend us using DecorIQ?    Thanks,  Jack    Jackson Daly  Executive Assistant to the Assistant City Manager  City of Georgetown  113 E. 8th Street  Georgetown, TX 78626  512.931.7679  jackson.daly@georgetown.org    Click here to report this email as spam. Page 12 of 32 1 INVITATION TO BID SOLICITATION NUMBER: 201550 BID OPENING DATE: July 15, 2015, 2PM , CENTRAL STANDARD TIME VENDOR NAME: RETURN SEALED BID TO: ADDRESS: CITY OF GEORGETOWN PURCHASING DEPARTMENT PO BOX 409 300-1 INDUSTRIAL AVENUE PHONE: GEORGETOWN, TX 78627 FAX: EMAIL: BID RESPONSE MUST BE MARKED WITH THE SOLICITATION NUMBER SIGNATURE AND DATE AND THE BID OPENING DATE. If not bidding, no response is required. PRINTED NAME Failure to manually sign bid response may result in disqualification. Signature indicates acceptance of all terms, conditions and specifications. PAYMENT TERMS: (Please note all discounts that may apply, including those for prompt payment) DELIVERY: (Please note earliest date available for service to location(s) specified) FOB: (If not specified, FOB will be considered Destination) TOTAL: (Total of all items including any applicable freight, handling, etc. charges) 1.0 Background/Objective of Invitation to Bid The City of Georgetown (the “City”) requests bids on lighting for the downtown area during the holiday period from October 15th through the second Monday in January (specific installation/deinstallation dates for 2015/2016 can be found in Sections 4.0 and 7.0). The City requests bids on both the lease of the lights and the purchase of the lights for some items. This requirement includes installation, 24-hour on call service, maintenance, and removal of lights. The r equired lights are warm white LED mini lights, which must be installed on oak trees and crepe myrtles located on the downtown square, as well as several blocks off of the square in each direction (See Trees 1-48 in Exhibit B). Optional items include: per manent “uplighting” of the Williamson County Courthouse, and lighting for the trees at the Williamson County Courthouse (See trees A-I in Exhibit B). Page 13 of 32 2 The City is also considering installation of permanent lights along the street-facing cornice outlines of all the buildings facing the Williamson County Courthouse, including Austin Avenue, and areas that have lights along 7th, 8th and Main Streets. Currently, lights are installed along the cornices, but the City is considering higher-quality, more permanent lights and installation mechanisms. Prior to submitting a bid, must schedule a mandatory site visit with City staff to ensure complete understanding of the scope of work. To schedule mandatory site visits, bidders may contact Trish Long, Project Manager and primary contact for this project, trish.long@georgetown.org or (512) 970-2786 at least 48-hours in advance of the desired appoint time/date. 2.0 General Requirements for Bid Qualified bidders interested in responding to this Invitation to Bid (hereinafter referred to as the “Bid”) must submit the following information as part of their bid response. Failure to provide any information requested in this Bid may result in the disqualification of the bid response. 2.1 Bidder shall furnish complete name, mailing address, email, and telephone number. 2.2 Bidder must designate the individual(s), along with respective telephone numbers and email addresses, responsible for answering all questions and, if awarded, responding to maintenance calls. 2.3 The contents of the Bid and any clarification thereto submitted by the successful bidder shall become part of the contractual obligation and incorporated by reference into any contract, agreement or purchase order resulting from this Bid. 2.4 The successful bidder may be required to provide an affidavit that they have not conspired with other potential suppliers in any manner to attempt to control competitive pricing. 2.5 Any requests for clarification or questions regarding this Bid must be submitted to the individual listed in Section 4. It is the City’s intent to respond to all appropriate questions and concerns; however, the City reserves the right to decline to respond to any question or concern. 2.6 The bidder certifies that they are a duly qualified, capable and oth erwise bondable business entity not in Receivership or contemplating same, and has not filed for bankruptcy. 2.7 Officials not to benefit: If a member of the governing body or an appointed board or commission of a municipality belongs to a cooperative association, the municipality may purchase equipment or supplies from the association only if no member of the governing body, board, or commission will receive pecuniary benefit from the purchase, other than as reflected in an increase in dividends distributed generally to members of the association. 2.8 Please submit one original and one copy of bid response. 3.0 Determination of Award The City reserves the right to award all line items to one bidder, split the award among two or more bidders and/or to cancel line items. Award shall be made to the responsible bidder(s) whose bid(s) represent(s) the best comprehensive value to the City. Bids will be evaluated using the following best value criteria – bids must include sufficient details to allow evaluation of th e following: 1. Experience with lighting projects of similar size or scope in a commercial district: 25% 2. Quality of previous commercial work and positive references from previous commercial clients (minimum of three): 25% 3. Timeliness: demonstrated ability to meet established deadlines, r esponse time Page 14 of 32 3 for maintenance concerns and outages: 20% 4. Communication with, and accessibility to, project manager based on details of bid: 15% 5. Competitive price proposal: 15% In the event the highest scoring bidder’s cost exceeds the budget for the project, the City reserves the right to set the highest scoring bidder aside and move to the next ranked bidder. 4.0 Option to Renew The initial term for this requirement is from October 15, 2015 through January 11, 2016), with an option to renew for up to four additional holiday seasons (October 15 through the second Monday in January) upon mutual agreement under the same terms, conditions and pricing. 5.0 Discussion with Bidders All discussions with bidders during the bid process must be through the City’s Purchasing Department: City of Georgetown Purchasing Department PO Box 409 300-1 Industrial Avenue Georgetown, TX 78627 Attn.: Trina Bickford Trina.bickford@georgetown.org 512-930-3647 Fax: 512-930-9027 No negotiations or modifications to the bids received will be allowed. 6.0 Reservations 5.1 The City expressly reserves the right to:  Waive minor technicalities in any bid response;  Reject or cancel any or all bids, or part(s) of any bid:  Accept bids from one or more bidders; and/or:  Procure services by other means. 5.2 In considering the bids(s), the City reserves the right to select the acceptable bidder(s) who will offer contractual terms and conditions most favorable to the City. 5.3 Requirements stated in the Bid shall become part of any contract, agreement or purchase order with the bidder(s), and any deviations from these requirements must be specifically defined by the bidder in their bid response, request for clarification and the response(s) shall also become part of any contract, agreement or purchase order resulting from this Bid. 7.0 Other Conditions Installation is required to begin no earlier than Thursday, October 15, 2015, and must be 100% complete by Friday, November 13, 2015. Deinstallation is required must be 100% complete by January 11, 2016). Timely installation and deinstallation is of great importance to the City, and failure to comply with installation and deinstallation requirements may affect bidder’s score on responses to future bid opportunities. Timely installation and deinstallation is of great importance to the City, and failure to comply with installation and deinstallation requirements may disallow Bidder from future bid opportunities. The City will deduct any costs associated with rectifying delayed installation from final payment, including equipment, materials, and labor supplied by City employees or third-party vendors. However, the City will make reasonable efforts to limit these costs and provide documentation of Page 15 of 32 4 expenses. The City will also give the vendor 72-hours’ notice before proceeding with activities necessary to rectify delays or other instances of non -compliance with bid requirements. Notice will be forwarded to th e address provided in bid response. 8.0 Pricing Please complete all pricing on the attached specification/pricing sheets. Pricing must include all charges for complete installation, service and deinstallation (including parts, labor, equipment, materials, rental, etc.) – the City will not be responsible for charges not included in the original quote and any resulting purchase order. 9.0 Terms and conditions The attached terms and conditions (reference Exhibit A) will govern any purchase order resulting from this Bid. Any exceptions to the standard terms and conditions must be noted in bidder’s response and may be grounds for disqualification. Any purchase order resulting from this Bid will be governed by the laws and the Constitution of the State of Texas and the charter and ordinances of the City of Georgetown. 10.0 Specifications In addition to the specifications for each line item, the following specifications will apply to all equipment on this Bid. 10.1 Please include any and all discounts the City is entitled to, including those from group purchase contracts such as the BuyBoard, US Communities and TXMAS. 10.2 All main tree trunks and branches to be wrapped with 4 inch wraps up to 20 feet, and canopies wrapped with mini lights. Each tree will have an average of 6900 LED lights, an average of 98 sets of lights. The lighting must not pull more than 10 amps per tree off of a 120 amp circuit. Lighting must be tested after installation – breakers will be flipped as necessary to allow testing. If used, all extension cords must be rated for extended outdoor use. 10.3 No staples, nails or screws shall be used to penetrate the trees to secure extension cords or lights, and trees must be treated with adequate care to prevent damage or breakage. Any trimming of branches must be followed up with pruning seal paint. The City’s urban horticulturist may be contacted for additional information on allowable installation methods: Heather Brewer, heather.brewer@georgetown.org, 512-930-6113. 10.4 Installation and deinstallation must be performed by individuals with adequate training in exterior electrical installations in a commercial district to ensure safe installation and performance. All safety equipment, training, apparel, etc. must be provided to individual performing services by the successful bidder. All safety rules, laws, regulations, guidelines and practices must be followed at all times. Substandard materials or services shall not be acceptable. Adequate power will be provided in the installation area to allow testing of installation. 10.5 The installation area is an active city square and local commercial district with limited parking and much pedestrian activity. Local business access cannot be blocked for long periods of time, and the operations of the Courthouse in the middle of the square may not be impeded, during business hours. Before 7AM and after 8PM, parking and activity are not as concentrated and installation activities are less restricted. Work on Fridays and Saturdays must be done before 7AM or after 10PM. 10.6 Proof of insurance adequate for all activities involved with the requirements of this bid must be included in bid response. 10.7 For permanent lights along the street-facing cornice outlines of all the buildings, roof access will only be granted on specific buildings, and must be prearranged with project manager (See Exhibit D) Page 16 of 32 5 11.0 In addition to pricing below, the following items must be submitted with bid response:  A brief resume of the company, including information on previous experience with installations in commercial (NOT residential) areas or districts similar to the Georgetown downtown square area;  A minimum of three recent commercial references including contact information (current phone number and email) and a brief description of each installation including any problems and the resolutions. References must be for installations within the past five years;  Information must be included on standard response time to notification of any problems – the City requires a response time of no more than 24 hours, 7 days a week, as rain and wind commonly cause problems – NO EXCEPTIONS!  Contact process for problem resolution must be detailed in response; and information on project management process, including examples from past installations of how clients communicated with project managers to resolve problems. 12.0 Individual line items – please complete pricing below. Lighting for the holiday season and associated services as specified consisting of the following: Line Item No. Description Quantity & Unit Unit Cost Extended Cost Lighting for the holiday season and associated services as specified, consisting of the following: REQUIRED ITEMS: The City requests bids on both the lease of the lights and the purchase of the lights for some items. Bids for both options must include installation, 24- hour on call service, maintenance and removal of lights. The required lights are warm white LED mini lights, installed on oak trees and crepe myrtles located on the downtown square, as well as several blocks off of the square in each direction (See Trees 1-48 in Exhibit B). 1 Lease of lighting for holiday season (October 15, 2015 through January 11, 2016. Quantity of lighting must be sufficient for lighting of approximately 48 trees located generally in the downtown area of the City. (See Trees 1-48 in Exhibit B) 1 lot $ $ 2 Same as Item #1 for PURCHASE of lights 1 lot $ $ The City will elect between Items 1 & 2 at the time of award 3 Installation and deinstallation of lighting described in Items 1 and 2 - must include all required equipment, materials and labor – the City will not provide any equipment or materials for installation. 1 lot $ $ OPTIONAL ITEMS: Permanent lighting of the building cornice outline of buildings directly across from the Williamson County Courthouse including along Austin Avenue, and to include areas that have lights along 7th, 8th and Main Streets. The lights and fixture must be of sufficient quality to withstand year round display. This option may be exercised by the City pending permission from the owner (s) for the installation, which must be performed in accordance with all Page 17 of 32 6 specifications, terms and conditions as the installation of lighting on City property. Roof access will only be granted on specific buildings, and must be prearranged with the City’s Project Manager. (See Exhibit D) 4 Purchase of lighting – quantity of warm white LED C9 bulbs must be sufficient for lighting of the street facing cornice outlines of all buildings surrounding the Courthouse. 1 lot $ $ 5 Installation of lighting described in Item 4 – must include all required equipment, materials and labor – the City will not provide any equipment or materials for installation. 1 lot $ $ Lighting of nine trees located in the lawn surrounding the Williamson County Courthouse (See Trees A-I on Exhibit B). Pricing must be provided on a per tree basis – the City may elect to light up to a maximum of nine trees. This option may be exercised by the City pending permission from the owner for the installation, which must be performed in accordance with all specifications, terms and conditions as the installation of lighting on City property. 6 Lease of lighting for holiday season October 15, 2015 through January 11, 2016. Quantity of lights must be sufficient for lighting of individual trees located in the downtown square area surrounding the Williamson County Courthouse. 9 trees $ $ 7 Same as Item #6 for purchase of lighting 9 trees $ $ 8 Installation and deinstallation of lighting described in Items 6 and 7 – must include all required equipment, materials and labor – the City will not provide any equipment or materials for installation 9 trees $ $ Lighting to professionally “uplight” or enhance existing uplighting of nine trees located in the lawn surrounding the Williamson County Courthouse (See Trees A-I in Exhibit B). The uplighting must be commercial grade, fully sealed, waterproof, warm LEDs. The fixtures must tie into the existing electrical system without disrupting functionality, landscaping or the Courthouse lawn. Fixture specifications, architectural drawings and electrical plans must be submitted to the City by the successful bidder prior to installation. The lighting must be controllable either manually or by a timer. Pricing must be provided on a per tree basis – the City may elect to light up to a maximum of nine trees. This option may be exercised by the City pending permission from the owner for the installation, which must be performed in accordance with all specifications, terms and conditions as the installation of lighting on City property. 9 Purchase of lighting to “uplight” trees located on lawn of Williamson County Courthouse 9 trees $ $ 10 Installation of lighting described in Item 9 - must 9 trees $ $ Page 18 of 32 7 include all required equipment, materials and labor – the City will not provide any equipment or materials for installation 11 Installation and deinstallation of 67 City owned wreaths on antique light poles throughout downtown area (See Exhibit C), and set-up, decoration and tear -down of an 18’ City owned Christmas tree on the Courthouse lawn – must include all required equipment, materials and labor – the City will not provide any equipment or materials for this task (NOTE: vehicles may NOT be driven on the Courthouse lawn) 1 lot $ $ END OF OPTIONAL ITEMS 12 Additional charges (if any) – the City shall not be responsible for any charges not included in this bid. Please describe and itemize all additional charges: 1 lot $ $ Bidder must quote response time for maintenance concerns and outages, as well as any limitations, and a description of process for reporting maintenance concerns and/or outages: _____________________________________________________________________________________________ Bidder must specify point of contact/project manager assigned to this project if awarded, and details of reporting problems, if any, from initial installation activities through final deinstallation: A minimum of three commercial project references must be included with bid response – all references must include the client’s name and address, the point of contact for the contact and their contact information (current phone number and email), the date of the project and a brief description of the project. Additional information may be included to provide sufficient information to evaluate bid based on the best value criteria listed in Section 3.0; however, a minimum of three commercial project references as described above are required. Additional pages may be added; promotional materials or other marketing items may be submitted if such materials provide information requested in this bid. Page 19 of 32 8 Exhibit A: CITY OF GEORGETOWN Standard Terms and Conditions By acceptance of a purchase order or agreement, or response to a solicitation, Vendor agrees the following terms and conditio ns, without modification, will govern: I. DEFINITIONS The following definitions shall be used to identify terms throughout procurement documents: A. AGREEMENT/CONTRACT – A mutually binding legal document obligating the Vendor to furnish the goods, equipment or services specified within the solicitation and obligating the City to pay for the goods, equipment, or services specified. . B. BID/PROPOSAL /RESPONSE/OFFER/QUOTATION– A complete, properly signed response to a solicitation that, if accepted, would bind the Respondent to perform the resulting contract. C. BIDDER/PROPOSER/RESPONDENT/OFFERER – The Respondent identified throughout the solicitation that they consider themselves qualified to provide the goods, equipment or services specified herein, and are interested in making an offer to provide the goods, equipment or services to the City. D. CITY – The City of Georgetown, located in Williamson County, Texas. E. GOODS –Materials, supplies, commodities and/or equipment. F. PIGGYBACK CONTRACT – A contract or agreement that has been competitively bid in accordance with State of Texas statutes, rules, policies and procedures and has been extended for the use of state and local agencies and active State of Texas CO-OP entities. G. PURCHASE ORDER – An order placed by the City for the purchase of goods or services issued on the City’s standard purchase order form and which, when accepted by the Vendor, becomes a contract. The purchase order is the Vendor’s authority to deliver and invoice the City for goods or services specified, and the City’s commitment to accept the goods or services for an agreed upon price. H. SERVICES – Work performed to meet the requirements and demand of the purchase order. The furnishing of labor, time, or effort by the Vendor and their ability to comply with promised delivery dates, specification and technical assistance specified. I. SOLICITATION/INVITATION TO BID/REQUEST FOR PROPOSALS/REQUEST FOR QUOTES – The solicitation document issued by the City containing terms, conditions and specifications for the service or commodity to be procured. J. SUBCONTRACTOR – Any person or business enterprise providing goods, labor, and/or services to a Vendor if such goods, equipment, labor, and/or services are procured or used in fulfillment of the Vendor’s obligations arising from a contract with the City. K. VENDOR/CONTRACTOR – Person or business enterprise providing goods, equipment, labor and/or services to the City as fulfillment of obligations arising from an agreement or purchase order. II. SOLICITATIONS A. CONFLICT OF INTEREST : Effective January 1, 2006, Chapter 176 of the Texas Local Government Code (HB 914 ) requires an entity contracting or seeking to contract for the sale or purchase of property, goods, or services with a local governmental entity to disclose any affiliation or business relationship which might create a conflict of interest with a local go vernment entity. The Conflict of Interest Questionnaire is available from the Texas Ethics Commission at www.ethics.state.tx.us, and completed forms must be submitted to the appropriate records administrator of the City not later than the seventh business day after the date the entity begins contract discussions or negotiations with the local governmental entity, or submits to the local governmental entity an application, response to a Request for Proposals or Bi ds, correspondence, or another writing related to a potential Agreement with the local governmental entity. If responding to a Solicitation, the Conflict of Interest Form may be submitted with the Response. The completed forms may be mailed or hand deliver ed to the City Secretary at the following address: The City of Georgetown, Office of the City Secretary, City Hall, 113 East 8 th Street, Georgetown, TX 78626. This legislation is subject to change and each entity should consult its own attorney regardin g the current law. Any attempt to intentionally or unintentionally conceal a conflict of interest may result in disqualification of any response to a solicitation. The validity of the Contract is not affected solely because of failure t o comply with the conflict of interest disclosure requirements. B. COMMUNICATIONS WITH THE CITY: To insure the proper and fair evaluation of a Solicitation, the City prohibits ex parte communication (e.g., unsolicited) initiated by the Offeror to the City Official or Employe e evaluating or considering the Responses prior to the time an award has been made. Communication between Offeror and the City will be initiated by the appropriate City Official or Page 20 of 32 9 Employee in order to obtain information or clarification needed to develop a proper and accurate evaluation of the Solicitation. Ex parte communication may be grounds for disqualifying the offending Offeror from consideration or award of the Solicitation then in evaluation, or any future Solicitation. Unless otherwise specified, all requests for clarification or questions regarding a Solicitation must be directed to the City of Georgetown Purchasing Department, Attn.: Purchasing Manager, PO Box 409, 300-1 Industrial Avenue, Georgetown, TX 78627, 512-930-3647, FAX: 512-930-9027, purchasing@georgetown.org. C. DISCLOSURE OF PENDING LITIGATION: Each Respondent shall include in its proposal a complete disclosure of any material civil or criminal litigation or pending investigation which involves the Respondent or in which the Respondent has been judged guilty. D. CONFIDENTIALITY OF RESPONSES, PUBLIC INFORMATION ACT: All Responses are subject to release as public information unless the Response or specific parts of the Response can be shown to be exempt from the Texas Public Information Act. Respondents are advised to consult with their legal counsel regarding disclosure issues and take the appropriate precautions to safeguard trade secrets or any other proprietary information. The City assumes no obligation or responsibility for asserting legal arguments on behalf of potential Respondents. If a Respondent believes that a Response or parts of a Response are confidential, then the Respondent shall so specify. The Respondent shall stamp in bold red letters the term "CONFIDENTIAL" on that part of the Response, which the Respondent believes to be confidential. Vague and general claims as to confidentiality shall not be accepted. All Responses and parts of Responses that are not marked as confidential will be automatically considered public information. Notwithstanding, responses to Requests for Proposals shall be opened in a manner that avoids disclosure of the contents to competing offeror and keeps the proposals secret during negotiations as provided for in Section 252.049 of the Local Government Code. E. CLARIFICATIONS, WAIVER OF MINOR TECHNICALITIES OR DISCREPANCIES : The City reserves the right to request clarification or additional information specific to any response after all Responses have been received and the Solicitation due date has passed. Additionally, the City reserves the right to accept or reject all or part of any Response, waive any formalities or technical inconsistencies, delete any requirement or specification from the Solicitation, or terminate the Solicitation when deemed to be in City’s best interest. F. COST OF PREPARATION OF RESPONSE: All costs directly or indirectly related to preparation of a Response to this Solicitation or any oral presentation required to supplement and/or clarify a Response which may be required by the City shall be the sole responsibility of the Respondent. G. RESPONSES BECOME PROPERTY OF THE CITY: Submissions received in response to a Solicitation become the sole property of the City. H. WITHDRAWAL OF A RESPONSE: A Response may be withdrawn prior to the submission deadline by submitting a written request for its withdrawal to the Purchasing Manager. A new Response may be submitted and must be received prior to the submission deadline to be considered. Modifications offered in any manner will not be considered if submitted after the submission deadline. I. DETERMINATION OF AWARD, RESULTING AGREEMENT: In determining award, the City reserves the right to select the acceptable Respondent who will offer contractual te rms and conditions most favorable to the City. All requirements stated in the Solicitation shall become a part of any Contract, Agreement or Purchase Order awarded as a result of the Solicitation, and any deviations from these requirements must be specifically stated and defined by the Respondent in their Response. Requests for clarification and the responses(s) shall also become a part of any Contract, Agreement or Purchase Order resulting from the Solicitation. J. AFFIRMATIONS AND CERTIFICATIONS: By signature on and submission of a Response, Respondent certifies they have not conspired with any other potential supplier in any manner to attempt to control competitive pricing. By signature on and submission of a Response, Respondent certifies they are duly qualified, capable and a bondable business entity not in receivership or contemplating same, and has not filed for bankruptcy. By signature on and submission of a Response, Respondent affirms that they will not discriminate against any employee or applicant as prohibited by law. K. REQUIREMENTS FOR SUBMISSION OF RESPONSE: 1. All Responses must be submitted on the form provided by the City, and accompanied by all required attachments. Each Response shall be placed in a separate envelope and properly identified with Solicitation Number and Opening Date. Responses must be time-stamped at the Purchasing Department, 300-1 Industrial Avenue, PO Box 409, Georgetown, TX 78626, on or before due date and time shown on the Solicitation form. Late Responses will not be considered. 2. If applicable, Respondent will show exact cost to deliver. Responses must specify unit price on the quantity specified, extend and show total. Unit prices shall govern, including in case of errors. Pricing will be considered firm for acceptance for a minimum of 60 days after the due date unless otherwise specified in the Solicitation. The validity period may be extended beyond that date on agreement of parties. Cash discounts will not be considered in Page 21 of 32 10 determining award; all cash discounts offered will be taken if earned. Respondent will list and deduct all discounts not based on early payment from prices quoted. 3. The City is exempt from all federal excise, state and local taxes unless otherwise stated. The City claims exemption from under Texas Tax Code §151.309, as amended. Texas Limited Sales Tax Exemption Certificates will be furnished upon request. Do not include taxes in Response to any Solicitation. 4. Unless stated otherwise, any catalog, brand name or manufacturer's reference used in the Solicitation is descriptive (not restrictive), and is used to indicate type and quality desired. Responses on brands of like nature and quality will be considered. If quoting on other than referenced specifications, the Response MUST show manufacturer brand or trade name and description of product offered. Illustrations and complete descriptions of product offered should be made part of the Response. If Respondent does not identify exceptions to the specifications shown in this Invitation, Respondent will be required to furnish brand names, numbers, etc., as shown in the Solicitation. 5. Response must show the number of days required to deliver items or provide services to the City’s designated location under normal conditions. Unrealistically short or long deliv ery promises may cause Response to be disregarded. Failure to state delivery time obligates Respondent to complete delivery in 14 calendar days. III. PURCHASE ORDERS A. GENERAL TERMS AND CONDITIONS 1. ACCEPTANCE: A Purchase Order is the City’s commitment to make pr ocurement and is subject to Vendor’s acceptance of the City’s terms and conditions 2. ABSENCES OF PURCHASE ORDER OR AGREEMENT: The City is not responsible for delivery of any materials or services without a proper Purchase Order 3. VENDOR’S OBLIGATIONS: The Vendor shall fully and timely provide all deliverables described in the Solicitation and in the Vendor’s Offer in strict accordance with the terms, covenants, and conditions of the Agreement and all applicable Federal, State, and local laws, rules, and regulations. 4. EFFECTIVE DATE/TERM: Unless otherwise specified in the Solicitation, this Agreement shall be effective as of the date the City issues and signs the Purchase Order, and shall continue in effect until all obligations are performed in accordance wi th the Agreement. 5. SUBCONTRACTORS: If the Vendor utilizes Subcontractors in providing the goods and/or services under this Purchase Order, the Vendor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Vendo r is responsible for the Vendor’s own acts and omissions. The Vendor shall: a. Require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Agreement; b. Prohibit the Subcontractor from further subcontracting any portion of the Agreement without the prior written consent of the City and the Vendor. 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; c. Require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Vendor in sufficient time to enable the Vendor to include same with its invoice or application for payment to the City in accordance with the terms of the Agreement; d. Require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Vendor, with the City being a named insured as its interest shall appear; e. Require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City; and f. Shall pay each Subcontractor its appropriate share of payments made to the Vendor not later than ten (10) calendar days after receipt of payment from the City. 6. DELAYS: The City may delay scheduled delivery or other due dates by written notice to the Vendor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Agreement, the City and the Vendor shall negotiate an equitable adjustment for costs incurred by the Vendor in the Agreement price and execute an amendment to the Agreement. The Vendor must assert its right to an adjustment within ten (10) 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 Section Z. However, nothing in this provision shall excuse the Vendor from delaying the delivery as notified. 7. FORCE MAJEURE: Neither party shall be liable for any default or delay in the performance of its obligations under this Agreement 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 reasonable control. In the event of default or delay in 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. Page 22 of 32 11 8. INSURANCE REQUIREMENTS: Unless specific insurance requirements are noted, Vendor shall maintain insurance coverage appropriate for the fulfillment of the Purchase Order. In the event the Vendor, its employees, agents or su bcontractors enter premises occupied by or under the control of the City, the Vendor agrees to maintain public liability and property damage insurance in reasonable limits covering the obligations set forth in this Purchase Order, and will maintain Workers’ Compensation coverage (either by insurance or if qualified pursuant to law, through a self -insurance program) covering all employees performing on premises occupied by or under control of the City. Upon request, Vendor shall provide a copy of its insurance policies to the City. 9. EXCEPTIONS TO SPECIFICATIONS: Any deviation from the specifications must be clearly indicated in the Response to the Solicitation or promptly documented in writing at or before the time of the award. Any deviations or exceptions are subject to review by the City and may be grounds for rejection. 10. TRAVEL EXPENSES: All travel, lodging and/or per diem expenses associated with providing the materials, equipment or services specified must be included in the original Quotation and/or the resulting Purchase Order or Agreement. All travel expenses are subject to review by the City and documentation of actual itemized expenses may be requested. No reimbursement will be made without prior authorization, or for expenses not actually incu rred. Airline fares in excess of coach or economy will not be reimbursed. 11. HUB REQUIREMENTS: The City complies with the requirements of the State of Texas Local Government Code, Chapter 252, Section 252.0215. 12. SPECIAL TOOLS AND EQUIPMENT: If the price stated in the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Vendor to fulfill the Agreement, such special tooling and/or equipment and all process sheets associated thereto shall become the property of the City and shall be identified by the Vendor as such. B. SERVICES 1. PLACE AND CONDITIONS OF WORK, ACCESS TO SITE: If Services are to be performed principally on the City’s premises or in public rights of way, the City shall provide the Vendor access to the sites where the Vendor is to perform the Services as required in order for the Vendor to perform in a timely and efficient manner, in accordance with and subject to applicable security laws, rules and regulations. The Vendor 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 the materials, equipment, labor and facilities necessary to perform the Services a nd any other conditions or states of fact which could, in any way, affect performance of the Vendor’s obligations under the Agreement. The Vendor shall promptly notify the City if the actual site or service conditions differ from the expected conditions a nd failing to do so, hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature. 2. VENDOR TO PROVIDE ALL MATERIAL, EQUIPMENT, LABOR: Vendor shall provide all goods and labor necessary to perform Serv ices. All material must be new and all equipment utilized must be in good safe working condition and suitable for Services. Vendor shall employ all personnel for Services in accordance with the requirements of applicable local, state, and federal law. 3. WO RKFORCE: If Services are to be performed principally on the City’s premises or on public right -of-ways: a. Vendor shall employee only orderly and competent workers, skilled in the performance of the Services which they will perform under the Agreement. b. Vendor, its employees, subcontractors and subcontractor’s employees while engaged in participating in a Solicitation or while in the course and scope of delivering goods and services under City Purchase Order or Agreement may not: i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the Agreement; or ii. use or posses alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated or under the influence of alcohol or drugs while on the job. c. If the City or the City’s representative notifies the Vendor that any work is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Vendor shall immediately remove such worker from Agreement Services and may not employ such worker again on Agreement Services without the City’s prior consent. 4. COMPLIANCE WITH ALL SAFETY AND ENVIRONMENTAL REQUIREMENTS: If Services are to be performed principally on the City’s premises or on public rights of way, the Vendor, its 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 with the City and the Occupational Safety and Health Administration (OSHA). In the case of conflict, the most stringent safety requirement shall govern. The Vendor shall defend, indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liabilities of any kind or nature arising from the breach of the Vendor’s obligations under this paragraph. 5. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Vendor 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 Vendor shall cease all work until notified by the City that the violation or Page 23 of 32 12 unsafe condition has been corrected. The Vendor shall be liable for all cost s incurred by the City as a result of the issuance of such Stop Work Notice. 6. WARRANTY OF SERVICES: Vendor warrants and represents that all Services to be provided to the City under the Agreement will be fully and timely performed in good and workmanlike ma nner in accordance with generally accepted industry standards and practices, the terms, conditions and covenants of the Agreement and all applicable Federal, State and local laws, rules or regulations. This warranty may not be limited, excluded or disclai med and any attempt to do so will be without force or effect. Unless otherwise specified, the warranty period shall be a minimum of one year from acceptance by the City of Services. In the event any applicable warranty is breached, the Vendor shall promptly upon receipt of demand of performance, perform the Services again in accordance with the above standard at no additional costs to the City. All costs incidental to such additional performance shall be borne solely by the Vendor. The City shall endeavor to give the Vendor 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. In the event the Vendor is unable or unwilling to perform the Services in accordance with the above standards as required by the City, then in addition to any other available remedy, the City may reduce the amount of Services originally required to purchase from the Vendor under the Agr eement and procure conforming Services from other sources. In such event, the Vendor shall pay the City upon demand the increased cost, if any, incurred by the city to procure such services from an alternative source. C. COMMODITIES/EQUIPMENT 1. MATERIAL SAFETY DATA SHEETS: Under the “Hazardous Communication Act,” commonly known as the “Texas Right to Know Act,” a Vendor must provide to the City WITH EACH DELIVERY Material Safety Data Sheets, which are applicable to hazardous substances as defined in the Act. 2. GOODS: Goods furnished shall be the latest improved model in current production, as offered to commercial trade, and shall be of quality workmanship and material. The Vendor represents that all goods and equipment offered shall be new. Unless otherwise specified, used, shopworn, demonstrator, prototype or discontinued models are not acceptable. 3. PACKAGING OF DELIVERABLES: Vendor must package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and the unit price. Unless otherwise provided in writing by the City, each shipping container shall be clearly and permanently marked with the Vendor’s name and address, and the City’s name, address and Purchase Order number. Vendor shall bear all costs of packaging. Deliverables must be suitably packed to secure lowest transportation cost, conform with requirements of common carriers and ensure safe delivery. The City’s count or weight shall be final and conclusive on shi pments not accompanied by packing lists. 4. WARRANTY: The goods or equipment specified shall be warranted against defects in material or workmanship for a period of not less than twelve (12) months from date of acceptance by the City. If the manufacturer’s warranty exceeds twelve (12) months, then the manufacturer’s warranty shall be in effect. Vendor shall furnish a copy of the manufacturer’s warranty at the time of delivery. 5. NO LIMITATION OF MANUFACTURERS’ WARRANTIES: Vendor may no limit, exclude or disclaim any warranty provided by manufacturer. D. DELIVERY 1. DELIVERY TERMS, TRANSPORTATION CHARGES, FOB: Deliverables shall be shipped FOB point of delivery unless otherwise specified on the Purchase Order or in the Solicitation. The Vendor’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 deliverables. The place of delivery shall be specified in the Purchase Order. 2. NO SUBSTITUTIONS OR CANCELLATIONS: Unless specifically permitted in writing by the City, no substitutions or cancellations shall be acceptable. 3. NOTICE OF DELAY IN DELIVERY: If a delay in delivery is anticipated, Vendor shall give written notice to the City. The City ha s the right to extend the delivery time/service date, or to cancel the Purchase Order or Agreement. Vendor shall keep the City advised at all times of the status of the order. Default in promised delivery, service or failure to meet specifications author izes the City to procure the goods or services from an alternate source and charge the full increase, if any, in cost and handling to defaulting Vendor. Default on delivery may result in legal action and recourse. 4. DELIVERY LOCATION, HOURS, DAYS, HOLIDAYS: Unless otherwise specified, all deliveries must be made to City of Georgetown, Central Receiving, 300 -1 Industrial Avenue, Georgetown, TX, between the hours of 8AM and 4PM (CST), Monday through Friday except regularly observed state and federal holidays (see http://georgetown.org/contact-us/holiday-schedule/ for schedule). Receipt of goods or materials does not signify acceptance. 5. NO SHIPMENT UNDER RESERVATION: Vendor is not authorized to ship deliverables under reservation and no tender of bill of lading will operate as a tender of deliverables. 6. 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 (no delivery, no sale). 7. RIGHT OF INSPECTION AND REJECTION: Page 24 of 32 13 The City expressly reserves all rights under law, including but not limited to, the Uniform Commercial Code, to inspect the deliverables at delivery or at a reasonable time subseque nt to delivery, and to reject defective or non- conforming deliverables. If the City has the right to inspect the Vendor’s or the Vendor’s subcontractors facilities, or the deliverables at the Vendor’s or the Vendor’s subcontractors premises, the Vendor shall furnish or shall cause to be furnished without additional charge all reasonable facilities and assistance to the City to facilitate such inspection. 8. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING GOODS: If, instead of requiring immediate correction or removal and replacement of defective or non-conforming deliverables, the City prefers to accept such deliverables, the City may do so. The Vendor shall pay all claims, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non -conforming deliverables. If discovery that the deliverables are defective or non -conforming occurs after final payment, Vendor may be required to refund such amounts to the City. E. PAYMENT 1. TAX EXEMPT STATUS: The City is exempt from all federal excise, state and local taxes unless otherwise stated in this document. The City claims exemption from all sales and/or use taxes under Texas Tax Code §151.309, as amended. Texas Limited Sales Tax Exemption Certificates are furnished upon request. Vendor will not charge for such taxes. If billed, the City will not remit payment until a corrected invoice is received. 2. INVOICING REQUIREMENTS: Unless otherwise specified, all invoices shall be submitted to City of Georgetown, Accounts Payable, PO Box 409, Georgetown, TX 78627, and issued as required by the Purchase Order or Agreement. Each invoice must reference the unique Purchase Order number, and include the Vendor’s complete name and remit to address. If applicable, transportation and delivery charges must be itemized on the each invoice. A copy of the bill of lading and the freight waybill must be submitted with the invoice if applicable. Invoices for labor must include a copy of all time sheets with labor rate and Purchase Order or Agreement number clearly identified. Invoices for labor shall also include a tabulation of hours worked at the appropriate rates and grouped by work order number, if applicable. Time billed for labor shall be limited to hours actually worked at the work site. 3. PAYMENT TERMS: All payments will be processed in accordance with Texas Prompt Payment Act, Texas Government Code, Subtitle F, Chapter 2251. The City will pay Vendor within thirty days after acceptance of goods, supplies, materials, equipment or the day of performance of services was completed, or th e day of receipt of a correct invoice for goods, supplies, materials, equipment or services, whichever is later. The Vendor may charge a late fee (fee shall not be greater than that permitted under the Texas Prompt Payment Act) for payments not made in ac cordance with this prompt payment policy; however, the policy does not apply to payments made by the City in the event: (a) there is a bona fide dispute between the City and Vendor concerning the goods, supplies, materials, equipment delivered, or the ser vices performed, that causes the payment to be late; (b) the terms of a federal agreement, grant, regulation or statute prevents the City from making a timely payment with Federal funds; (c) there is a bona fide dispute between the Vendor and a subcontractor and its suppliers concerning goods, supplies, material or equipment delivered, or the services performed, which caused the payment to be late; or (d) the invoice is not mailed to the City in strict accordance with instructions on the Purchase Order or Agreement, or other such contractual agreement. 4. RIGHT TO AUDIT: The Vendor agrees that the representatives of the City shall have access to, and the rights to audit, examine, or reproduce, any and all records of the Vendor related to the performance under this Agreement. The Vendor shall retain all such records for a period of four (4) years after final payment on this Agreement or until all audit and litigation matters that the City has brought to the attention of the Vendor are resolved, whichever is lon ger. The Vendor agrees to refund to the City any overpayments disclosed by any such audit. 5. FIRM PRICING: The price shall remain firm for the duration of the Purchase Order or Contract, or extension periods. No separate line item charges shall be permitted for either bidding or invoice purposes, which shall include equipment rental, demurrage, fuel surcharges, delivery charges, and cost associated with obtaining permits or any other extraneous charges. Vendor further 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. 6. PRICE WARRANTY: The Vendor warrants the prices quoted are not materially higher than the Vendors current prices on orders by others for like deliverables under similar terms of purchase. In addition to any other remedy available, the City may deduct from any amounts owed to the Vendor, or otherwise recover, any amounts paid for items materially in excess of the Vendor’s current prices on orders by others for like deliverables under similar terms of purchase. 7. VENDOR OWING TAXES OR FEES TO THE CITY : Payment will not be made to any person, firm or in arrears in taxes or fees to the City. IV. TERMS, CONDITIONS AND ADDITIONAL REQUIREMENTS A. VENDOR’S OBLIGATION: Vendor shall fully and timely provide all deliverables described in Solicitation, Vendor’s Offer in strict accordance with the terms, covenants and conditions of the Agreement and all applicable federal, state and local laws, rules and regulations. B. DEFAULT: Page 25 of 32 14 Vendor shall be in default under the Agreement if the Vendor (a) fails to fully, timely and faithfully perform any of its material obligations under the Agreement, (b) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (c) makes a material misrepresentation in Vendor’s Offer, or in any report or deliverable required to be submitted by Vendor to the City. C. ABANDONMENT OR DEFAULT : A Vendor who abandons or defaults the work on the Agreement and causes the City to purchase the services elsewhere may be charged the difference in service if any and may not be considered in the re -advertisement of the service and may be rejected as an irresponsible bidder and not considered in future Solicitations for the same type of service unless the scope of work is significantly modified. D. TERMINATION/CANCELLATION: 1. TERMINATION FOR CAUSE : In the event of default by the Vendor, t he City shall have the right to terminate the Agreement for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Vendor, within such ten (10) day period cures such default, or provides evidence sufficient to prove to the City’s satisfaction that such default does not, in fact, exist. In addition to any other remedies 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 Vendor’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 default by the Vendor, the City may remove the Vendor from the City’s Vendor List and any Offer submitted by the Vendor may be disqualified for up to three (3) years. All rights and remedies under the Agreement are cumulative and not exclusive of any other right or remedy provided by law. 2. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Agreement, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, th e Vendor shall promptly cease all further work pursuant to the Agreement, with such exceptions, if any, specified in the notice of termination. The City shall pay the Vendor, to the extent of funds appropriated or otherwise legally available for such purp oses, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 3. NON-APPROPRIATION: The resulting Agreement is a commitment of the City’s current revenues only. It is und erstood and agreed that the City shall have the right to terminate the Agreement at the end of any City fiscal year (September 30 th) if the governing body of the City does not appropriate funds sufficient to purchase the estimated yearly quantities, as determined by the City’s budget for the fiscal year in question. The City may effect such termination by giving the Vendor a written notice of termination at the end of its then current fiscal year. 4. CANCELLATION: The City reserves the right to cancel the Agreement for default all or any part of the delivered portion of the deliverables if the Vendor breaches any term hereof including warranties, or becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any remedies which the City may have in law or in equity. E. FRAUD: Fraudulent statements by the Vendor on any Offer or in any report or deliverable required to be submitted by the Vendor to the city shall be grounds for termination of the Agreement for cause by the City and may result in legal action. F. INDEMNITY: VENDOR SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL SUITS, ACTIONS, LEGAL PROCEEDINGS, CAUSES OF ACTION, CLAIMS, DEMANDS, DAMAGES, JUDGMENTS, LOSSES, LIENS, COSTS, EXPENSES, ATTORNEYS’ FEES AND ANY AND ALL OTHER COSTS, FEES AND/OR CLAIMS OF ANY KIND OR DESCRIPTION ARISING OUT OF, IN CONNECTION WITH OR RESULTING FROM THE AGREEMENT OR THE GOODS OR SERVICES PROVIDED UNDER THE AGREEMENT. IF THE VENDOR AND THE CITY ARE CONCURRENTLY NEGLIGENT, EACH PARTY’S LIABILITY SHALL BE LIMITED TO THAT PORTION OF NEGLIGENCE ATTRIBUTABLE TO IT AS DETERMINED UNDER THE APPLICABLE PROPORTIONATE RESPONSIBILITY RULES OF THE STATE OF TEXAS. G. LIABILITY: Any person, firm or corporation performing services pursuant to this Agreement or Purchase Order shall be liable for all damages incurred while in the performance of such services. Vendor assumes full responsibility for the work to be performed hereunder and hereby releases, relinquishes, and discharges the City, its officers, agents and employees from all claims, demands and causes of action of any nature including the cost of defense thereof, for any injury to, including death of, any person whether that person be a third party, supplier or an employee of either of the parties hereto, and any loss of or damage to property, whether the same be that of either of the parties, caused by or alleged to have been caused by, arising out of or in connection with the issuance of the Agreement or Purchase Order to the Vendor and the negligence of the Vendor, whether or not said claims, demands and causes of action in whole or in part are covered by insurance. Certificates of insurance may be required for, but not limited to, Commercial General Liability, Business Auto Liability, Workers Compensation and Professional Liability Insurance. H. INFRINGEMENT: Vendor represents and warrants to the City that: (a) Vendor shall provide the City good and indefea sible title to the deliverables and (b) the deliverables supplied by the Vendor in accordance with the specifications of the Agreement shall not infringe, directly or contributory, any patent, trademark, copyright, trade secret or any other intellectual pr operty right of any kind of any third party; that no claims have been made by an person or entity with respect to the ownership or operation of the deliverables and the Vendor does not know of any basis for any such claims. Vendor shall, at its sole expense, defend, indemnify and hold the City harmless from and against all liability, damages and costs (including court Page 26 of 32 15 costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (a) 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 deliverable infringes the intellectual property rights of any third party; or (b) Vendor’s breach of any of the Vendor’s representations or warranties stated in this Agreement. 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, Vendor agrees that the City’s specifications regarding the deliverables shall in no way diminish Vendor’s warranties or obligations under the Section, and the City makes no warranty that the products, development or delivery of such deliverables will not impact such warranti es of Vendor. I. DAMAGE TO CITY PROPERTY: Vendor shall be responsible for any and all damage to the City’s equipment and/or property, the workplace and its contents, by its work, negligence in work, its personnel and equipment. Vendor shall be responsible and liable for the safety, injury and health of its working personnel while its employees are performing service work. J. OVERCHARGES: Vendor hereby assigns to the City any and all claims for overcharges associated with this Agreement which arise under the antitrust laws of the United States, 15 USCA Section 1 et seq., and/or which arise under the antitrust laws of the State of Texas, Business and Commerce Code Ann., Section 15.01, et seq. K. CONFIDENTIALITY: In order to provide the deliverables to the City, Vendor may require access to certain of the City’s and/or its licensors’ confidential information (including, but not limited to, inventions, employee information, trade secrets, confidential know - how, confidential business information and other informatio n which the City or its licensors consider confidential)(collectively, “Confidential Information”). Vendor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors, and any unauthorized use, discl osure, dissemination or other release of the Confidential Information will substantially injure the City and/or its licensors. The Vendor (including its employees, subcontractors, agents or representatives) agrees that it will maintain the Confidential In formation in strict confident 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 as a result of an order of any court or other governmental authority with proper jurisdiction, provided the Vendor promptly notifies the City prior to disclosing such information so as to permi t the City reasonable time to seek an appropriate protective order. The Vendor agrees to use protective measures no less stringent than the Vendor 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. L. CODES, PERMITS, LICENSES: Vendor shall comply with all federal, state and local standards, codes and ordinances and the terms and conditions of the services of the electric utility, as well as other authorities that have jurisdiction pertaining to equipment and materials u sed and their application. None of the terms or provisions of the specification shall be construed as waiving any rules, regulations or requirements of these authorities. Vendor shall be responsible for obtaining all necessary permits, certificates and/or licenses to fulfill contractual obligations to the City. M. ADVERTISING/PUBLICITY: Vendor shall not advertise or otherwise publicize, without the City’s prior written consent, the fact that the City has entered into the Agreement, except to the extent required by applicable law. N. INDEPENDENT CONTRACTOR: The Agreement shall not be construed as creating an employer/employee relationship, a partnership or joint venture. The Vendor’s services shall be those of an independent contractor. The Vendor agrees and understands that the Agreement does not grant any rights or privileges established for employees of the City. Vendor shall not be within protection or coverage of the City’s Worker Compensation insurance, Health Insurance, Liability Insurance or any other insurance that the City, from time to time, may have in force. O. LIENS: Vendor shall defend, indemnify and hold the City harmless from and against any and all liens and encumbrances for all labor, goods and services provided under this Agreement. At the City’s request, the Vendor or its subcontractors shall provide a proper release of all liens or satisfactory evidence of freedom from liens shall be delivered to the City. P. ASSIGNMENT/DELEGATION : The Agreement shall be binding upon and endure to the benefit of the City and the Vendor, and their respective successors and assignees, provided however, that no right or interest in the Agreement shall be assigned and no obligation shall be delegated by the Vendor without the prior written consent of the City. Any attempted assignment or delegation by the Vendor shall be void unless made in conformity with this Section. The Agreement is not intended to confer any rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there be no third party beneficiaries to the Agreement. Q. INTERPRETATION: The Agreement is intended by both parties as the 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 Agreement. Although the Agreement may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner fair to both parties, reading no prov ision more strictly against one party of the other. Wh enever a term defined by the Uniform Commercial Code (the “UCC”), as enacted by the State of Texas, is used in the Agreement, the UCC definition shall control unless otherwise defined in the Agreement. R. GOVERNING LAW AND VENUE: This Agreement is made under and shall be governed by the laws of the State of Texas, including when applicable, the UCC as adopted in Texas, VTCA, Business & Commerce Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. This Agreement is fully performable in Georgetown, TX, Page 27 of 32 16 and the venue for any action related to this Agreement shall be Georgetown, TX. All issues arising from this Agreement shall be resolved in the courts of Williamson 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 the ability of the City to seek and secure injunctive relief from any comp etent authority as contemplated herein and does not waive the city’s defense of sovereign immunity. S. INTERLOCAL COOPERATIVE PURCHASING/PIGGYBACK CONTRACTS: Other governmental entities may be extended the opportunity to purchase from Solicitations of the C ity, with the consent and agreement of the awarded Vendor(s) and the City. Such consent and agreement shall be conclusively inferred from lack of exception to this clause in Vendor’s Response. However, all parties indicate their understanding and all par ties hereby expressly agree that the City is not an agent of, partner to or representative of those outside agencies or entities a nd that the City is not obligated or liable for any action or debts that arise out of such independently negotiated piggyback procurements. T. SURVIVABILITY OF OBLIGATIONS: All provisions of the Agreement 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 Agreement. U. CLAIMS: If a claim, demand, suit or other action is asserted against the Vendor which arises under or concerns the Agreement, or which could have a material adverse effect on the Vendor’s ability to perform thereunder, the Vendor shall give written notice to the City within ten (10) calendar days after receipt of notice by the Vendor. Such notice to the City shall state the date of notification of any such claim, demand, suit or other action; the names and address of t he claimant(s); the basis thereof; and the name of each person against whom such claim is asserted. Such notice shall be delivered to the Purchasing Department as set forth below and to the City Attorney at PO Box 409, Georgetown, TX 78627. . V. NOTICES: Unless otherwise specified, all notices, requests or other communications required or appropriate to be given under the Agreement shall be in writing and deemed delivered three (3) business days after postmarked if sent by US 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, fax, or other commercially accepted means. Notices to the Vendor shall be sent to the address specified in the Vendor’s Offer or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to: City of Georgetown, Purchasing Office, PO Box 409, Georgetown, TX 78627 and marked to the attention of the Purchasing Manager. W. GRATUITIES: The City may, by written notice to the Vendor, cancel the Agreement without liability if it is determined by the City that gratuities were offered or give by the Vendor or any agent or represe ntative of the Vendor to any officer or employee of the City with the intent of securing the Agreement or securing favorable treatment with respect to awarding or amending or the making of any determinations with respect to performing of the Agreement. In the event the Agreement is cancelled by the City pursuant to this Section, the City shall be entitled, in addition to any other rights and remedies, to recover the benefits or payments to the Vendor, as a result of the gratuities. X. PERSONAL INTEREST PROHIBITED: 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 the any Solicitation shall have a financial interest, direct or indirect, in the resulting Agreement. 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. In the event a member of the governing body or an appointed board or commission of the City belongs to a cooperative association, the City may purchase equipment or supplies for the association only if no member of the governing body, board or commission will receive pecuniary benefit from the purchase, other than as reflected as in increase in dividends distributed generally to members of the association. Any violation of this provision with the knowledge, expressed or implied, by the Vendor shall render the Agreement voidable by the City. Nevertheless, the City may obtain the equipment or service if a conflict of interest affidavit is filed and the Council member recuses his/herself. Y. WAIVER: No claim or right arising out of a breach of the Agreement can be discharged in whole or in par t 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 Vendor or the City of any one or more events of default by the oth er party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Agreement, or an express or implied acceptance of any other existing or future default(s), whether of similar or different character. Z. DISPUTE RESOLUTION: If either the Vendor or the City has a claim, dispute or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through thi s dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute or breach. The notice shall state the nature of the dispute and list the party’s specific rea sons for su ch dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, in person or through generally accepted means, to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with, this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non -binding mediation upon written consent of authorized repr esentatives of both parties in accordance with the Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation than in effect. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. AA. INVALIDITY: The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other portion or provision of the Agreement. Any void provision shall be deemed severed from the Page 28 of 32 17 Agreement and the balance of the Agreement shall be construed and enforced as if the Agreement did not contain the particular portion or provision held to be void. The parties further agree to reform the Agreement to replace the 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 the entire Agreement from being void should a provision which is the essence of the Agreement be determined to be void. BB. RIGHT TO ASSURANCES: In the event the City, in good faith, has reason to question the intent of the Vendor to perform, the City may demand written assurances of the intent to perform. In the event no written assurance is given within the time specified, the City may treat this failure as an anticipatory repudiation of the Agreement. Page 29 of 32 ıôó 38 ıôóıôóıôóıôó ıôó ıôóıôóıôó ıôóıôóıôóıôóıôó ıôóıôóıôóıôóıôóıôó ıôóıôó ıôóıôóıôó ıôóıôóıôóıôóıôó ıôó ıôó ıôó ıôó ıôó ıôó ıôó ıôó ıôóıôóıôóıôó ıôó ıôó ıôó ıôó ıôó ıôó ıôó ıôó ıôó ıôóıôó ıôóıôó ıôóıôó 13 11 1210 9 16 15 14 373631 32 30 3433 3529 2827 87 CBA DEFGH I 26 24 25 43 18 6 54 3 21 19 23 22 21 20 44 45 46 17 4847 39 40 41 42 S A U S T I N AV E F O R E S T S T W 6 T H S T S M A I N S T W 7 T H S T S C H U R C H S T W 9 T H S T E 9 T H S T E 8 T H S T E 7 T H S T W 8T H ST T I N B A R N A LY R O C K S T Holiday Tree Lighting Locations !!I 1:1,700 0 50 100Feet City of Georgetown Page 30 of 32 Page 31 of 32 Page 32 of 32