REQUEST FOR PROPOSAL MUNICIPAL SLUDGE DISPOSAL

Trophy Club Municipal Utility District No. 1 (the “District”) is seeking sealed competitive proposals for municipal sludge disposal. A complete packet for proposals can be obtained on the District website at www.tcmud.org. To be considered for this contract, submitters must meet the qualifications and satisfy the requirements set forth in the RFP. If you are interested in being considered, please submit your sealed proposal by 2 p.m. on Monday, August 12, 2019, to Laurie Slaght, Trophy Club Municipal Utility District No. 1, 100 Municipal Drive, Trophy Club, TX 76262. Only proposals submitted on forms provided in the District’s RFP packet will be accepted as complete. Additional information regarding the RFP should be directed to Laurie Slaght at (682) 831-4600 or via email at lslaght@tcmud.org. There is no expressed or implied obligation for the District to reimburse responding proposers for any expenses incurred in the preparation of proposals in response to this request, including travel and personnel costs. Proposals received after the deadline of by 2:00 p.m. on August 12, 2019 will not be accepted and will be returned unopened to the submitting firm. The District reserves the right to reject any and all submittals and will only extend a contract if in the best interest of the District. Published: July 21, 2019 August 4, 2019

SECTION ONE: SCOPE OF SERVICES/TECHNICAL SPECIFICATIONS A. Trophy Club Municipal Utility District No. 1 (the “District”) is a municipal utility district that

provides water, wastewater treatment and fire protection to the Town of Trophy Club and parts of Solana in the Town of Westlake. The District is requesting competitive sealed proposals from qualified firms for municipal sludge disposal on an as needed basis.

B. Municipal Sludge Disposal (“Bidder”) must adhere to the rules set forth in the 30 Texas

Administrative Code 330 regarding hauling of Class B sludge from wastewater treatment plant.

C. Bidder will need to provide the District two 20-yard dumpsters with liners to remain at the

Wastewater Treatment Facility located at 1499 Junction Way, Trophy Club TX, 76262. District staff will notify contractor when sludge dumpsters are ready to be hauled off. Contractor has 24 hours to respond. until District staff notifies contractor that sludge dumpsters are ready to be hauled off to a landfill.

D. Dumpsters must be removed (after notification from the District) within 24 hours. Bidder will

notify District staff when they are on site, retrieve the proper documentation (sludge manifest) replace full dumpster with an empty dumpster, haul dumpster to landfill for proper disposal of domestic sludge.

E. Bidder will ensure that no debris from dumpster will leave dumpster during transporting

domestic sludge to landfill. F. Bidder will provide lined dumpsters with no damage (holes, rips or tares) to the District. If

damage occurs, it will be the Contractors responsibility to ensure that the dumpsters are repaired promptly.

G. Bidder will be responsible for the cleanup of any discharge from its vehicles (oil leaks,

hydraulic leaks, etc.). H. Bidder will provide the District with sludge manifest, and a manifest after disposal indicating

how many dumpsters where hauled, the amount of sludge disposed in metric tons, the location of disposal, and the date disposed.

I. Bidder must be available by telephone or email during business hours in order to address in

a satisfactory manner, any and all problems in connection with the providing of sludge hauling services and/or billing.

J. The District will maintain a system for recording complaints concerning non-performance of

work as specified. The District will communicate all complaints to Bidder and request satisfactory resolution to the complaint. Failure to take corrective action within a reasonable time may result in the work being undertaken by others and the resulting cost charged to the

Bidder. MORE THAN THREE (3) COMPLAINTS OF SIMILAR NATURE WITHIN A TIME SPAN OF THREE (3) MONTHS WILL BE DEEMED UNSATISFACTORY WORK PERFORMANCE AND MAY RESULT IN TERMINATION OF CONTRACT FOR SLUDGE HAULING SERVICES.

SECTION TWO: CONTRACT PERIOD & RENEWALS

A. This Contract will begin on October 1, 2019 and run for a one (1) year period to September 30, 2020.

B. At the end of the Contract period, the District has the option to extend the Contract for four

(4) additional one-year periods (Oct 1-Sept 30). The District reserves the right to reconsider the Contract on an annual basis and notify Bidder if the District will NOT continue the Contract.

C. Pricing stated in response to the District’s RFP shall remain valid during the term of the Contract unless the scope of work required changes during the Contract. If the scope of work changes during the Contract term, then the pricing will be renegotiated between Bidder and District.

D. Should Bidder initiate a price increase for sludge hauling services, Bidder shall notify the

District in writing of such price increase. Should the District choose not to accept Bidder’s proposed price increase, the District shall give Bidder THIRTY (30) DAYS WRITTEN NOTICE THAT THE CONTRACT SHALL TERMINATE.

E. Either party may terminate the Contract for convenience at any time upon THIRTY (30) DAYS

WRITTEN NOTICE. F. Bidder shall not subcontract or assign Contract to anyone, in whole or part, without the prior

written consent of the District. Such consent, if granted, shall not relieve the original Bidder of any responsibilities under the terms of the Contract.

G. Bidder shall be an appointed to work as the “agent” for the District for the purposes of

managing waste materials that are generated by the District by Third Party Authorization for Special Waste Disposal. This agreement shall be executed upon award of the bid and execution of contract.

SECTION THREE: SPECIFIC PROPOSAL REQUIREMENTS A. All proposals must be received by the District prior to 2:00 p.m., Monday, August 12, 2019.

B. Proposals submitted must include the following:

Bidder Information Form - Appendix A Operational Plan showing the number of personnel to be used, the equipment to be used

and how the work will be done. Three Current References - Appendix B Cost Proposal Form- Appendix C Cost Proposal Pricing Plan Conflict of Interest Questionnaire-Appendix D Third Party Authorization for Waste Disposal – Appendix E Independent Contractor Agreement – Appendix F (to be executed upon award of bid)

C. Proposals may be hand delivered or mailed to Trophy Club Municipal Utility District No. 1, 100

Municipal Drive, Trophy Club, TX 76262. Proposals submitted to the District for consideration must be submitted by the deadline and must be clearly marked on the outside of the sealed envelope with the words:

MUNICIPAL SLUDGE DISPOSAL

Attention: Laurie Slaght, District Secretary D. SCHEDULE:

a. RFP Released and published on July 21, 2019 & August 4, 2019 b. Proposal Submission Deadline August 11, 2019 at 2:00 p.m. c. Recommendation to District Board on August 19, 2019 d. Selected Bidder Notified within 60 days after the bid opening. e. Contract Execution (deadline) must be executed f. Commencement of Services begins on October 1, 2019

E. Submitted proposals will be evaluated by a Selection Committee and will be evaluated using

the following weighted criteria. Price 70% Operational Plan 15% Experience & References 15%

F. The Selection Committee will make a recommendation to the District’s Board of Directors at

the August Board meeting. The recommended Bidder will be invited to attend the meeting, but attendance is not mandatory.

G. Bidder selected by the Board of Directors will receive written notification and a contract will be executed by September 30, 2019. The District’s Board of Directors has authority to approve the recommended Bidder, select another Bidder, and/or reject all bids.

H. All proposals not containing the required information or received after the submission deadline will be rejected as non-responsive. The District is not responsible for the non-delivery of mail and the date/time it is received at the District shall be the official time receipt.

I. The District is exempt by law from payment of Texas Sales Tax. DO NOT INCLUDE TAX IN THE PROPOSAL.

J. All bidders must meet or exceed the minimum specifications to be considered as a valid bid. Trophy Club Municipal Utility District No. 1 reserves the right to accept or reject all or any part of any bid, waive minor technicalities and award the bid either to the lowest responsible bidder or to the bidder who provides goods or services at the best value for the District.

K. Effective January 1, 2016 all business entities must file Form 1295 with the Texas Ethics Commission and follow all requirements pertaining to House Bill 1295. www.ethics.state.tx.us

L. The District’s payment terms are Net 30. Invoices may be emailed to finance@tcmud.org or

mailed to: Trophy Club Municipal Utility District No. 1 Attn: Finance Department 100 Municipal Drive Trophy Club, TX 76262

M. All inquiries regarding this RFP should be directed to the following contact:

Trophy Club Municipal Utility District No.1 Attn: District Secretary 100 Municipal Drive Trophy Club, TX 76262 Telephone: 682-831-4600 Email: lslaght@tcmud.org

APPENDIX A

BIDDER INFORMATION FORM 

Company’s Full Business Name:  

Physical Address:  

  

  

Phone No:  

Alternate Phone No.:  

Fax:  

Company Web Address:  

  

Primary Contact Person:  

Primary Person Phone No:  

Primary Person Email Address:  

Company Tax ID:  

   

   

              Type of Ownership:   Corporation_____ Partnership_____ Sole Proprietorship_____ 

 

           Disadvantaged Business: __________________________________ (Type) 

 

                              Total Years in Business: _________     Total Number of Employees: _______ 

 

                   Are your employees screened:       Yes ________            No _______   

 

 If Yes, please designate how (i.e., polygraph, background or other investigation, police record check, etc.): 

 

_____________________________________________________________________________________ 

 

What constitutes your normal business days and working hours: 

 

_____________________________________________________________________________________ 

 

PLEASE ATTACH YOUR OPERATIONAL PLAN SHOWING THE NUMBER OF PERSONNEL TO BE USED, THE 

EQUIPMENT TO BE USED AND HOW THE WORK WILL BE ACCOMPLISHED.  

APPENDIX B

THREE CURRENT REFERENCES

1. Company Name: _________________________________________ Address: _________________________________________________ City / State / Zip: ___________________________________________ Phone: ___________________________________________________ Contact / Title: _____________________________________________ Dates: ____________________________________________________ 2. Company Name: _________________________________________ Address: _________________________________________________ City / State / Zip: ___________________________________________ Phone: ___________________________________________________ Contact / Title: _____________________________________________ Dates: ____________________________________________________ 3. Company Name: _________________________________________ Address: __________________________________________________ City / State / Zip: ___________________________________________ Phone: ___________________________________________________ Contact / Title: _____________________________________________ Dates: ____________________________________________________

APPENDIX C

COST PROPOSAL

The undersigned certifies that the fees contained in this proposal have been carefully reviewed and are submitted as correct and final. Bidder further certifies and agrees to furnish any and/or all product/service upon which fees are extended at the fee offered, and upon the conditions in the specifications of the Request for Proposals.

I hereby certify that the foregoing proposal has not been prepared in collusion with any other bidder or other person or persons engaged in the same line of business prior to the official opening of this proposal. Further, I certify that the bidder is not now, nor has been for the past six (6) months, directly or indirectly concerned in any pool or agreement or combination to control the price of product/service bid on, or to influence any person or persons to bid or not to bid thereon.

Bidder MUST give full firm name and address. Person signing bid should show TITLE or AUTHORITY TO BIND HIS FIRM IN A CONTRACT.

BIDDER NAME: _____________________________________________________

ADDRESS: _________________________________________________________

TELEPHONE: _______________________________________________________

E-MAIL ADDRESS: __________________________________________________

FEDERAL TAX ID:________________________________________________

TITLE OF SIGNATORY: ______________________________________________

PRINTED NAME OF SIGNATORY: _____________________________________

SIGNATURE: ________________________________________________

DATE: _____________________________________________________

PLEASE ATTACH YOUR COST PROPOSAL AND ALL ALTERNATIVE PRICING PLANS.

APPENDIX D

Revised 11/30/2015Form provided by Texas Ethics Commission www.ethics.state.tx.us

FORM CIQ

OFFICE USE ONLYThis questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.

This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor whohas a business relationship as defined by Section 176.001(1-a) with a local governmental entity and thevendor meets requirements under Section 176.006(a).

By law this questionnaire must be filed with the records administrator of the local governmental entity not laterthan the 7th business day after the date the vendor becomes aware of facts that require the statement to befiled. See Section 176.006(a-1), Local Government Code.

A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. Anoffense under this section is a misdemeanor.

CONFLICT OF INTEREST QUESTIONNAIREFor vendor doing business with local governmental entity

Date Received

A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,other than investment income, from the vendor?

Yes No

B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the directionof the local government officer or a family member of the officer AND the taxable income is not received from thelocal governmental entity?

Yes No

7

Check this box if the vendor has given the local government officer or a family member of the officer one or more giftsas described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).

Signature of vendor doing business with the governmental entity Date

Name of vendor who has a business relationship with local governmental entity.1

Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated

completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which

you became aware that the originally filed questionnaire was incomplete or inaccurate.)

2

3 Name of local government officer about whom the information is being disclosed.

Name of Officer

Describe each employment or other business relationship with the local government officer, or a family member of theofficer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.Complete subparts A and B for each employment or business relationship described. Attach additional pages to this FormCIQ as necessary.

4

6

5Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation orother business entity with respect to which the local government officer serves as an officer or director, or holds an

ownership interest of one percent or more.

Revised 11/30/2015Form provided by Texas Ethics Commission www.ethics.state.tx.us

CONFLICT OF INTEREST QUESTIONNAIRE

For vendor doing business with local governmental entity

A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.

Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more partiesbased on commercial activity of one of the parties. The term does not include a connection based on:

(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or anagency of a federal, state, or local governmental entity;(B) a transaction conducted at a price and subject to terms available to the public; or(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency andthat is subject to regular examination by, and reporting to, that agency.

Local Government Code § 176.003(a)(2)(A) and (B):(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:

***(2) the vendor:

(A) has an employment or other business relationship with the local government officer or afamily member of the officer that results in the officer or family member receiving taxableincome, other than investment income, that exceeds $2,500 during the 12-month periodpreceding the date that the officer becomes aware that

(i) a contract between the local governmental entity and vendor has been executed;or(ii) the local governmental entity is considering entering into a contract with thevendor;

(B) has given to the local government officer or a family member of the officer one or more giftsthat have an aggregate value of more than $100 in the 12-month period preceding the date theofficer becomes aware that:

(i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor.

Local Government Code § 176.006(a) and (a-1)(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationshipwith a local governmental entity and:

(1) has an employment or other business relationship with a local government officer of that localgovernmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);(2) has given a local government officer of that local governmental entity, or a family member of theofficer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding anygift described by Section 176.003(a-1); or

(3) has a family relationship with a local government officer of that local governmental entity.(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administratornot later than the seventh business day after the later of: (1) the date that the vendor:

(A) begins discussions or negotiations to enter into a contract with the local governmentalentity; or(B) submits to the local governmental entity an application, response to a request for proposalsor bids, correspondence, or another writing related to a potential contract with the localgovernmental entity; or

(2) the date the vendor becomes aware:(A) of an employment or other business relationship with a local government officer, or afamily member of the officer, described by Subsection (a);(B) that the vendor has given one or more gifts described by Subsection (a); or(C) of a family relationship with a local government officer.

APPENDIX E

 

 

THIRD PARTY SIGNATURE AUTHORIZATION 

for Waste Disposal 

Date:____________________ 

 

Please be advised that the following company has been appointed to work as our agent for purposes of 

managing waste materials that we may generate. 

 

Name of Authorized Agent:  Title: 

Name of Company:  Telephone Number: 

 

The above‐named authorized agent is authorized to act as our agent for the following purposes:  

1) Complete and sign Special Waste Profile Sheets; 

2) Complete and sign Special Waste Profile Sheet Recertification; 

3) authorize amendments to Special Waste Profile Sheets; 

4) Sign certifications necessary to comply with landfill requirements; and 

5) Sign manifest to initiate shipment to disposal facilities. 

 Our authorized agent will notify us prior to any action stated above and will provide us with any copies 

of documents bearing our name. 

 

Trophy Club Municipal Utility District No. 1  100 Municipal Drive, Trophy Club, Texas 76262 

Authorized Agent:  Title: 

Signature:  Telephone Number: 

 

APPENDIX F

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the “Agreement”), dated this _______day of ____________________, ___________ (the “Effective Date”), is made and entered into by and between Trophy Club Municipal Utility District No. 1, a conservation and reclamation district of the State of Texas, (the “District”), and __________________________, a ________________________(“Contractor”). The District and Contractor are individually referred to herein as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, the District desires to retain Contractor to perform Municipal Sludge Disposal Services for and on the behalf of the District in accordance with the terms and conditions of this Agreement; and

WHEREAS, Contractor has agreed to provide such service for and on behalf of the District in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the premises, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the District and Contractor agree as follows:

I. ENGAGEMENT OF CONTRACTOR

Section 1.1 Engagement of Contractor. The District hereby engages Contractor to provide the services more particularly described on Exhibit “A” attached hereto (collectively, the “Services”). Contractor agrees to perform the Services diligently, using the Contractor's best skill and attention, and in compliance with the highest industry standards.

Section 1.2 Schedule for Completion. Contractor agrees that it shall complete the Services in accordance with the schedule attached hereto as Exhibit “B”.

Section 1.3 Labor and Materials. The Contractor shall furnish at its own cost and expense all services, labor, equipment, tools, transportation, facilities, and all other things necessary for the proper execution and completion of the Services.

Section 1.4 Supervision and Construction Procedures; Safety. Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Services. Contractor shall be responsible to District for acts and omissions of Contractor’s employees, subcontractors and their agents and employees, and any other persons or entities performing portions of the Services for or on behalf of Contractor or any of its subcontractors. Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Services. Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (a) employees and other persons present or performing the Services, (b) the District’s guests, employees, invitees, and members of the public within the area of the work, and (c) real and personal property.

Section 1.5 Compliance with Laws. Contractor shall comply with applicable laws, ordinances, rules, regulations, and lawful orders of public authorities related to the performance of the Services, including those bearing on safety of persons and property and their protection from damage, injury or loss. Contractor shall promptly remedy damage and loss to property caused in whole or in part by Contractor, a subcontractor, a sub-subcontractor or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may liable and for which Contractor is responsible hereunder, except for damage or loss attributable to acts or omissions of District and not attributable to the fault or negligence of Contractor.

Section 1.6 Payment to Subcontractors. Contractor shall promptly pay each subcontractor and supplier, upon receipt of payment from District, out of the amount paid to Contractor on account of such subcontractor's or supplier’s portion of the Services, the amount to which such subcontractor or supplier is entitled. Contractor shall, by appropriate agreement with each subcontractor, require each subcontractor to make payments to sub-subcontractors in similar manner. District shall have no obligation to pay or see to the payment of money to a subcontractor or supplier except as may otherwise be required by law.

Section 1.7 Warranties of the Services; Correction of Defective Services. Contractor warrants to District that the performance of the Services will be free from defects, and that the Services will meet the performance standards described in this Agreement. Services not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. Contractor shall promptly correct any Services determined by District to be defective or to fail to conform to the requirements of this Agreement, whether discovered before or after completion of the Services. Costs of correcting such defective or nonconforming Services shall be at Contractor’s expense. In addition to the foregoing, if, within one year after completion of the work, any of the Services is deemed by District not to be in accordance with the requirements of this Agreement, Contractor shall correct it promptly after receipt of written notice from District to do so.

Section 1.8 Cleaning Up. Contractor shall keep the work site and surrounding areas free from waste materials, and other debris or rubbish accumulated in connection with the Services by collecting and removing such waste materials, and other debris or rubbish from the work site or placing it in locations designated by District on a daily basis. All tools, materials, and equipment shall be stored in locations specified by the District to prevent any disruption of District operations. At completion of the Services, Contractor shall remove from and about the job site and surrounding area waste materials, rubbish, Contractor’s tools, construction equipment, machinery, and surplus material. Failure to comply with the clean up requirements set forth in this Contract shall constitute a breach of this Agreement.

II. COMPENSATION AND EXPENSES

Section 2.1 Compensation for Services. In consideration for the provision of the Services by Contractor, the District shall pay to Contractor

TERMS TO BE INCLUDED IN FINAL CONTRACT UPON AWARD OF BID

Section 2.2 In the event that the District identifies defective work that must be remedied in order for the District to accept the Services, it may withhold from the second payment a reasonable amount to secure correction of the defective work. Upon correction of the defective work and acceptance thereof by the District, the District shall provide final payment to Contractor for the Services.

Section 2.3 District's Right to Withhold Payment. District shall be entitled to withhold payment from Contractor to the extent reasonably necessary to protect District as a result of (a) defective Services not remedied, (b) third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to District is provided by the Contractor, (c) failure of the Contractor to make payments properly to subcontractors or for labor, materials or equipment, (d) reasonable evidence that the Services will not be completed within the time allowed for completion, or (d) the persistent failure to carry out the Services in accordance with the requirements set forth in the Agreement.

Section 2.4 Requirements for Final Payment. As a condition to final payment, Contractor will be required to furnish to District (a) a sworn representation and warranty by Contractor that it has properly performed and completed all Services, (b) a sworn representation and warranty by Contractor (a “bills paid affidavit”) that it has

fully paid all known bills or obligations for Services, and (c) upon District's timely request, a bills paid affidavit and release of lien from each subcontractor and supplier who furnished labor and/or materials to the construction of improvements hereunder.

III. REPRESENTATIONS

Section 3.1 Representations of Contractor. To induce the District to enter into this Agreement and to consummate the transactions contemplated by this Agreement, Contractor represents and warrants on behalf of itself and its employees, current or future, that it possesses all skills necessary to perform its obligations hereunder and is competent to complete the Services in accordance with the industry standards.

Section 3.2 Insurance. As an independent contractor, Contractor acknowledges that it is solely responsible for providing its own insurance coverage, including, but not limited to, unemployment compensation and workers' compensation to its employees, and that such coverage shall be maintained by Contractor in the statutory limits which are presently in effect or which may be in effect in each of the applicable jurisdictions where Contractor will perform the Services. Without limiting the foregoing, Contractor shall, at Contractor’s sole cost and expense, maintain the following insurance with insurers satisfactory to District and with limits no less than those stated as follows:

(a) Workers Compensation Insurance (statutory coverage); and

(b) Commercial General Liability insurance providing coverage against liability arising out of or based on any act, error or omission of Contractor or any of Contractor’s agents and employees under this Agreement, with limits of not less than $500,000 for each occurrence of bodily injury and property damage liability, $1,000,000 general aggregate and products/completed operations coverage.

Section 3.3 Indemnity. CONTRACTOR AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS DISTRICT OR ANY OF DISTRICT'S EMPLOYEES, DIRECTORS, OFFICERS, MANAGERS, MEMBERS, AGENTS, AFFILIATES OR REPRESENTATIVES (COLLECTIVELY “DISTRICT REPRESENTATIVES”) FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITY, DEMANDS, ACTIONS, JUDGMENTS, SETTLEMENTS, PENALTIES, LOSSES, COSTS, DAMAGES, FINES OR EXPENSES OF ANY KIND, INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS, ATTRIBUTABLE TO BODILY INJURY, SICKNESS, DISEASE OR DEATH, OR TO INJURY TO OR DESTRUCTION OF TANGIBLE PROPERTY INCURRED BY DISTRICT OR DISTRICT REPRESENTATIVES WHICH ARISE OUT OF: (1) ANY ACTS, ERRORS, OMISSIONS, OR NEGLIGENCE OF CONTRACTOR OR AGENTS, OR OTHER INDIVIDUALS FOR WHOM CONTRACTOR IS LIABLE; (2) THE SERVICES PERFORMED HEREUNDER; (3) THE BREACH OF OR THE PERFORMANCE OF THE AGREEMENT BY CONTRACTOR; OR (4) ALL CLAIMS OR CAUSES OF ACTION BROUGHT AGAINST DISTRICT OR DISTRICT REPRESENTATIVES BY ANY THIRD PARTY OR BY AGENTS ARISING FROM CONTRACTOR'S EMPLOYMENT OF, OR THE ACTS OR OMISSIONS OF ANY OF THE AGENTS, EXCEPT TO THE EXTENT THAT A CLAIM, DAMAGE, LOSS OR EXPENSE IS CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL ACTS OF DISTRICT OR DISTRICT REPRESENTATIVES. THIS PROVISION RELATING TO INDEMNIFICATION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND MAY BE ENFORCED BY DISTRICT, OR ITS SUCCESSORS OR ASSIGNS.

IV. RELATIONSHIP OF PARTIES

Section 4.1 Independent Contractor. It is understood and agreed by the parties that Contractor is an independent contractor and shall in no sense be considered an employee or agent of the District in connection with the Services. Contractor will have no power or right to enter into contracts or commitments on behalf of the District.

Section 4.2 Taxes. The District shall not be responsible for, and shall not withhold or pay any federal, state or local income tax, nor payroll tax of any kind, on behalf of Contractor or any employees of Contractor. Contractor shall be responsible for the filing and payment of all income related taxes associated with Contractor. Contractor shall not be treated as an employee with respect to the services performed hereunder for federal or state tax purposes, and agrees to indemnify the District against any and all liability should Contractor be considered an employee of the District by any government agency.

Section 4.3 Equipment, Tools, Materials or Supplies. Contractor shall supply, at Contractor's sole expense, all equipment, tools, materials and/or supplies necessary for the provision of the Services under this Agreement.

Section 4.4 Fringe Benefits/Workers Compensation. Contractor is not eligible for, and shall not participate in, any employee pension, health, or other fringe benefit plans of the District in connection with the Services. The District is not responsible for, and shall not provide, workers' compensation insurance for Contractor or employees of Contractor with respect to the Services.

Section 4.5 Unemployment Tax. Contractor understands that the District shall not be making contributions on her behalf for unemployment compensation, and agrees to make whatever contributions are required of it as an employer.

V. TERMINATION

Section 5.1 Termination. This Agreement will continue in effect unless terminated by either Party as provided hereinbelow.

(a) Termination of the Agreement by District. District may terminate the Agreement at any time for convenience or for cause (due to Contractor's material breach). District may terminate the Agreement immediately following delivery of a written notice of termination to Contractor. In the event of termination, Contractor shall be paid for the Services properly executed in accordance with the Agreement prior to the effective date of termination. District shall not be responsible for damages or recoveries arising from the termination of the Agreement except as expressly provided herein.

(b) Termination of the Agreement by Contractor. Contractor may terminate the Agreement only for cause (due to District's material breach). Contractor may deliver a written notice of termination of the Agreement to District setting forth in reasonable detail the basis for such termination and providing District with a period of not less than ten (10) calendar days to cure such default. If District fails to cure the default within the time period stated in the initial notice of termination letter, Contractor may terminate the Agreement no less than five (5) calendar days following delivery of a final notice of termination letter to District. Contractor access to the Services sites shall cease upon the effective termination of the Agreement; however, prior to leaving the Services sites. In the event of Contractor's termination for cause, Contractor shall be entitled to recover (a) payment for the Services properly executed in accordance with the Agreement prior to the effective date of termination (to the extent not previously paid to or for the benefit of Contractor). District shall not be responsible for damages or recoveries arising from the termination of the Agreement except as expressly provided herein.

VI. MISCELLANEOUS

Section 6.1 Notices. All notices and correspondence pertaining to the Agreement shall be in writing delivered by hand or certified mail, return receipt requested and postage prepaid, or by nationally recognized courier service, and shall be addressed as follows, unless a Party notifies the other in accordance with this Agreement of a change of address or other information provided herein:

If to District: Trophy Club Municipal Utility District No. 1

100 Municipal Drive Trophy Club, Texas 76262 Attn: General Manager

If to Contractor:

______________________

______________________

______________________

Notice shall be effective only upon receipt by the party being served, except notice shall be deemed delivered and received seventy-two (72) hours after posting by the United States Post Office, by the method described above. Confirmation of receipt of any facsimile sent must be received in order to presume that the transmission was received.

Section 6.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas (exclusive of conflicts of law principles).

Section 6.3 Entire Agreement and Amendments. This Agreement represents the entire Agreement between the District and Contractor with respect to the subject matter of this Agreement. This Agreement supersedes or replaces any prior agreement or understanding with respect to the subject matter set forth herein between Contractor and the District. This Agreement may not be amended except in a writing signed by the party against whom such amendment is to be enforced.

Section 6.4 Assignments. Contractor may not assign or delegate this Agreement or any rights or obligations hereunder without the prior written consent of the District. Any attempted assignment or delegation in violation of the immediately preceding sentence will be void.

Section 6.5 Severability. If any of the provisions of this Agreement are determined to be invalid or unenforceable, such invalidity or unenforceability will not invalidate or render unenforceable the remainder of this Agreement, but rather the entire Agreement will be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the parties will be construed and enforced accordingly.

Section 6.6 Survival. Section 3.3 shall survive the termination of the Agreement.

Section 6.7 Boycott Israel Certification. For purposes of Chapter 2270 of the Texas Government Code, at the time of execution and delivery of this Agreement, neither the Contractor, nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of Contractor, boycotts Israel. The Contractor agrees that, except to the extent otherwise required by applicable federal law, including, without limitation, 50 U.S.C. Section 4607, neither the Contractor, nor any wholly-owned subsidiary, majority-owned subsidiary, parent company, or affiliate of the Contractor will boycott Israel during the term of the Contract. The terms “boycotts Israel” and “boycott Israel” as used in this clause has the meaning assigned to the term “boycott Israel” in Section 808.001 of the Texas Government Code.

Section 6.8 Terrorist Organization Certification. For purposes of Subchapter F of Chapter 2252 of the Texas Government Code, at the time of execution and delivery of this Agreement, neither the Contractor, nor any

wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Contractor, (i) engages in business with Iran, Sudan or any foreign terrorist organization as described in Chapters 806 or 807 of the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government Code, or (ii) is a company listed by the Texas Comptroller under Sections 806.051, 807.051 or 2252.153 of the Texas Government Code. The term “foreign terrorist organization” as used herein has the meaning assigned to such term in Section 2252.151 of the Texas Government Code.

Section 6.9 Disclosure of Interested Parties. Contractor acknowledges that Texas Government Code Section 2252.908 (“Section 2252.908”) requires business entities entering into a contract with a local government entity such as the District to complete a FORM 1295 promulgated by the TEC (which is available on the TEC website at https://www.ethics.state.tx.us/forms/1295.pdf) and to file it electronically with the TEC before the time the business entity executes and submits the contract to the local governmental entity. Contractor confirms that it has reviewed Section 2252.908, electronically filed a FORM 1295 with the TEC, and has provided the District with a completed FORM 1295 and certification of filing generated by the TEC’s electronic filing application, as required by Section 2252.908.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1

By:

Name:

Title:

Date:

CONTRACTOR:

By:

Name:

Title:

Date: