Emergency and Non-Emergency Spill Response Clean-up and Rest

RFP 1100 DCM3046
CITY OF AUSTIN EMERGENCY AND NON-EMERGENCY
STANDARD TERMS AND CONDITIONS
SPILL RESPONSE, CLEAN-UP AND
RESTORATION SERVICES
The Contractor agrees that the Contract shall be governed by the following terms and conditions.
1 GENERAL
1.1 TERM OF CONTRACT:
A. The Contract shall commence upon execution unless otherwise specified and shall continue in
effect until all obligations are performed in accordance with the Contract. Upon written notice to
the Contractor, and unless specified otherwise in the Scope of Work, the Contract may be
extended beyond the initial term at the City's sole option. If the City does not provide this notice,
the Contract will expire at the end of its current term. If the City exercises any extension option, all
terms, conditions, and provisions of the Contract shall remain in effect for that extension period,
subject only to any economic price adjustment otherwise allowed under the Contract.
B. Upon expiration of the initial term or any period of extension, the Contractor agrees to holdover
under the terms and conditions of this Contract for such a period as is reasonably necessary for
the City to re-solicit and/or complete the Deliverables due under this Contract. Any holdover
period will not exceed 180 calendar days unless mutually agreed on by both parties in writing.
1.2 INDEFINITE QUANTITY:
The quantities and/or services listed herein are estimates of the goods and services needed by the
City for the period of the Contract. The City reserves the right to purchase more or less of these
quantities and/or services as may be required during the Contract term. Quantities and/or services
will be as needed and specified by the City for each order. Unless specified in the Contract, there are
no minimum order quantities.
1.3 INVOICES:
A. The Contractor shall submit separate Invoices for each Order after each delivery or on the
schedule provided in the Contract. If partial shipments or deliveries are authorized by the City, a
separate Invoice must be sent for each shipment or delivery made.
B. Invoices shall be sent to the address on the Purchase Order or Delivery Order in the section
entitled, "BILL TO". Proper Invoices must include a unique Invoice number, the purchase Order
or delivery Order number, the master agreement number (if applicable), the Department's Name,
and the name of the point of contact for the Department. Invoices shall be itemized according to
pricing structure in the Contract. A copy of the bill of lading and the freight waybill, when
applicable, shall be attached to the Invoice. The Contractor's name and, if applicable, the tax
identification number on the Invoice must exactly match the information in the Vendor's
registration with the City. Unless otherwise instructed in writing, the City may rely on the
remittance address specified on the Contractor's Invoice. Invoices received without all required
information cannot be processed and will be returned to the vendor.
C. Invoices for labor shall include a tabulation of work-hours at the appropriate rates and grouped by
work Order number. Time billed for labor shall be limited to hours actually worked.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontracting and other authorized expenses at actual cost without markup.
Standard Terms & Conditions-RFP 1100 DCM3046 1 Rev. 03-06-2026

RFP 1100 DCM3046
CITY OF AUSTIN EMERGENCY AND NON-EMERGENCY
STANDARD TERMS AND CONDITIONS
SPILL RESPONSE, CLEAN-UP AND
RESTORATION SERVICES
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the Invoiced amount.
The City will furnish a tax exemption certificate upon request.
1.4 PAYMENT:
A. All proper Invoices received by the City will be paid within 30 calendar days of the City's receipt of
the Deliverables or of the Invoice, whichever is later.
B. If payment is not timely made, (per Paragraph A), interest shall accrue on the unpaid balance at
the lesser of the rate specified in Texas Government Code 2251.025 or the maximum lawful rate;
except, if payment is not timely made for a reason for which the City may withhold payment
hereunder, interest shall not accrue until 10 calendar days after the grounds for withholding
payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the Invoice matches the shipment or
delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. Delivery of defective or non-conforming Deliverables by the Contractor;
ii. Third party claims, which are not covered by the insurance which the Contractor is required to
provide under the terms of this Contract, are filed or there is reasonable evidence indicating
probable filing of such claims;
iii. Failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. Damage to the property of the City or the City's agents, employees or Contractors, which is
not covered by insurance required to be provided by the Contractor;
v. Reasonable evidence demonstrates that the Contractor's obligations will not be completed
within the time specified in the Contract, and that the unpaid balance would not be adequate
to cover actual or liquidated damages for the anticipated delay;
vi. Failure of the Contractor to submit proper Invoices with all required attachments and
supporting documentation; or
vii. Failure of the Contractor to comply with any material provision of the Contract Documents.
E. Notice is hereby given of Article VIII, 1 of the Austin City Charter which prohibits the payment of
any money to any person, firm or corporation who is in arrears to the City for taxes, and of 2-8-3
of the Austin City Code concerning the right of the City to offset indebtedness owed the City.
F. The Contractor agrees to accept payment by either credit card, check or Electronic Funds Transfer
for all goods and/or services provided under the Contract. The Contractor shall factor the cost of
processing credit card payments into the Offer. There shall be no additional charges, surcharges,
or penalties to the City for payments made by credit card.
G. The awarding or continuation of this Contract is dependent upon the availability of funding. The
City's payment obligations are payable only and solely from funds appropriated and available for
this Contract. The absence of appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not appropriated or available and any Deliverables
delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor
written notice of the failure of the City to make an adequate appropriation for any fiscal year to pay
the amounts due under the Contract, or the reduction of any appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of inadequate
appropriation of funds, there will be no penalty nor removal fees charged to the City. The City shall
Standard Terms & Conditions-RFP 1100 DCM3046 2 Rev. 03-06-2026

RFP 1100 DCM3046
CITY OF AUSTIN EMERGENCY AND NON-EMERGENCY
STANDARD TERMS AND CONDITIONS
SPILL RESPONSE, CLEAN-UP AND
RESTORATION SERVICES
pay the Contractor, to the extent of funds appropriated or otherwise legally available for such
purposes, for all goods delivered and services performed, and obligations incurred prior to the
date of notice of non-appropriation.
1.5 FINAL PAYMENT AND CLOSE OUT:
A. If a Minority-Owned Business Enterprise/Women-Owned Business Enterprise (MBE/WBE)
Program Compliance Plan is required by the Solicitation, and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Project Manager or Contract Manager no later than the 15th calendar day after
completion of all work under the Contract. Final payment, retainage, or both may be withheld if
the Contractor is not in compliance with the requirements of the Compliance Plan as accepted by
the City.
B. The making and acceptance of final payment will constitute:
i. A waiver of all claims by the City against the Contractor, except claims (1) which have been
previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or
the terms of any warranty specified herein, (4) arising from the Contractor's continuing
obligations under the Contract, including but not limited to indemnity and warranty
obligations, or (5) arising under the City's right to audit; and
ii. A waiver of all claims by the Contractor against the City other than those previously asserted
in writing and not yet settled.
1.6 SPECIAL TOOLS & TEST EQUIPMENT:
If the price stated on the Offer includes the cost of any special tooling or special test equipment
fabricated or required by the Contractor for the purpose of filling this Order, such special tooling
equipment and any process sheets related thereto shall become the property of the City and shall be
identified by the Contractor as such.
1.7 AUDITS AND RECORDS:
A. The Contractor agrees that the representatives of the Office of the City Auditor or other authorized
representatives of the City shall have access to, and the right to audit, examine, or reproduce, any
and all records of the Contractor related to the performance, including security audits, under this
Contract, at the City's expense. The Contractor agrees to refund to the City any overpayments
disclosed by any such audit. The City agrees to protect from disclosure Contractor's confidential
and proprietary information disclosed during an audit to the same extent it protects its own
confidential and proprietary information, subject to the requirements of the Texas Public
Information Act, Chapter 552, Texas Government Code.
B. Records Retention:
i. Contractor is subject to City Code Chapter 2-11 (Records Management), and as it may
subsequently be amended.
ii. The Contractor shall retain all records for a period of three years after final payment on this
Contract or until all audit and litigation matters that the City has brought to the attention of the
Contractor are resolved, whichever is longer.
Standard Terms & Conditions-RFP 1100 DCM3046 3 Rev. 03-06-2026

RFP 1100 DCM3046
CITY OF AUSTIN EMERGENCY AND NON-EMERGENCY
STANDARD TERMS AND CONDITIONS
SPILL RESPONSE, CLEAN-UP AND
RESTORATION SERVICES
1.8 FINANCIAL DISCLOSURES AND ASSURANCE:
The City may request and review financial information as the City requires to determine the credit
worthiness of the Contractor, including but not limited to, annual reports, audited financial
Statements and reports, bank letters of credit or other credit instruments. Failure of the Contractor to
comply with this requirement shall be grounds for terminating the Contract.
1.9 RIGHT TO ASSURANCE:
Whenever one party to the Contract in good faith has reason to question the other party's intent to
perform, demand may be made to the other party for written assurance of the intent to perform. If no
assurance is given within the time specified after demand is made, the demanding party may treat this
failure as an anticipatory repudiation of the Contract.
1.10 STOP WORK NOTICE:
The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing
in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined
by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work
until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall
be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice.
1.11 DEFAULT:
The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and
faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate
assurance of performance, (c) becomes insolvent or seeks relief under the bankruptcy laws of the
United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or
Deliverable required to be submitted by the Contractor to the City. The City shall be in default if it fails
to make payment in accordance with the Payment terms of this Contract.
1.12 TERMINATION FOR CAUSE:
In the event of a default by either party, the non-defaulting party shall have the right to terminate the
Contract for cause, by written notice effective ten 10 calendar days, unless otherwise specified, after
the date of such notice, unless the defaulting party, within such 10 day period, cures such default, or
provides evidence sufficient to prove to the non-defaulting party's reasonable satisfaction that such
default does not, in fact, exist. Additionally, the City shall have the right to act in accordance with the
terms defined by "City of Austin Purchasing Office Probation, Suspension and Debarment Rules for
Vendors." In addition to any other remedy available under law or in equity, either party shall be entitled
to recover all actual damages, costs, losses and expenses, incurred by the party as a result of the
Contractor's default, including, without limitation, cost of cover, court costs, and prejudgment and
post-judgment interest at the maximum lawful rate. All rights and remedies under the Contract are
cumulative and not exclusive of any other right or remedy provided by law. In the event of termination
of the Contract under this Section, the Contractor shall handover all complete and partially complete
Work Products and Documentation developed under this Contract.
1.13 ATTORNEY'S FEES:
In consideration of the award and execution of this Contract and in consideration of the City's waiver
of its right to attorney's fees, the Contractor knowingly and intentionally waives its right to attorney's
Standard Terms & Conditions-RFP 1100 DCM3046 4 Rev. 03-06-2026

RFP 1100 DCM3046
CITY OF AUSTIN EMERGENCY AND NON-EMERGENCY
STANDARD TERMS AND CONDITIONS
SPILL RESPONSE, CLEAN-UP AND
RESTORATION SERVICES
fees under 271.153, Texas Local Government Code, in any administrative proceeding, alternative
dispute resolution proceeding, or litigation arising out of or connected to this Contract.
1.14 TERMINATION WITHOUT CAUSE:
The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon
30 calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall
promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the
notice of termination. The City shall pay the Contractor, to the extent of funds appropriated or
otherwise legally available for such purposes, for all goods delivered and services performed, and
obligations incurred prior to the date of termination in accordance with the terms hereof. In the event
of termination of the Contract under this Section, the Contractor shall handover all complete and
partially complete Work Products and Documentation developed under this Contract.
1.15 FRAUD:
Fraudulent Statements by the Contractor on any Offer or in any report or Deliverable required to be
submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause
by the City and may result in legal action.
1.16 DELAYS:
The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City
deems it is in its best interest. If such delay causes an increase in the cost of the work under the
Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by
the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must
assert its right to an adjustment within 30 calendar days from the date of receipt of the notice of delay.
Failure to agree on any adjusted price shall be handled under the Dispute Resolution Clause.
However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified.
1.17 FORCE MAJEURE:
Contractor may be excused from performance under the Contract for any period when performance
is prevented as the result of an act of God, strike, war, civil disturbance, epidemic, pandemic,
sovereign conduct, or court order provided that the Contractor experiences the event of force majeure
and prudently and promptly acts to take any and all steps that are within the Contractor's control to
ensure performance and to shorten the duration of the event of force majeure. Contractor shall
provide notice of the force majeure event to the City within three (3) business days of the event or
delay, whichever occurs later, to establish a mutually agreeable period of time reasonably necessary
to overcome the effect of such failure to perform. Subject to this provision, such non-performance
shall not be deemed a default or a ground for termination. However, the City may terminate an order
under the Contract if it is determined by the City that the Contractor will not be able to deliver goods
or services in a timely manner to meet the business needs of the City.
1.18 INDEMNITY:
A. IN THIS SECTION, THE FOLLOWING TERMS HAVE THE MEANINGS ASSIGNED BELOW:
(1) "INDEMNIFIED PARTY" IS THE CITY AND THE CITY'S OFFICERS, ELECTED AND APPOINTED
OFFICIALS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
Standard Terms & Conditions-RFP 1100 DCM3046 5 Rev. 03-06-2026

RFP 1100 DCM3046
CITY OF AUSTIN EMERGENCY AND NON-EMERGENCY
STANDARD TERMS AND CONDITIONS
SPILL RESPONSE, CLEAN-UP AND
RESTORATION SERVICES
(2) "INDEMNIFYING PARTY" IS THE CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES,
SUBCONTRACTORS, SUCCESSORS AND ASSIGNS.
(3) THE INDEMNIFYING PARTY SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE
INDEMNIFIED PARTY AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES,
CLAIMS, CAUSES OF ACTION, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES,
FINES, COSTS OR EXPENSES, INCLUDING PROFESSIONAL FEES AND ATTORNEYS' FEES,
THAT ARE INCURRED BY THE INDEMNIFIED PARTY ARISING OUT OF ANY DIRECT OR THIRD
PARTY CLAIM OF:
i. BREACH OR NON-FULFILLMENT OF ANY PROVISION OF THIS CONTRACT BY THE
INDEMNIFYING PARTY;
ii. ANY FALSE REPRESENTATION OR WARRANTY MADE BY THE INDEMNIFYING PARTY IN
THIS CONTRACT OR IN THE INDEMNIFYING PARTY'S PROPOSAL/RESPONSE LEADING TO
THIS CONTRACT;
iii. ANY NEGLIGENT OR MORE CULPABLE ACT OR OMISSION OF THE INDEMNIFYING PARTY,
INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT, RELATED TO THE
PERFORMANCE OF ITS OBLIGATIONS UNDER THIS CONTRACT;
iv. BODILY INJURY; DEATH OF ANY PERSON; OCCUPATIONAL ILLNESS OR DISEASE; LOSS
OF SERVICES, WAGES, OR INCOME; OR DAMAGE TO REAL OR PERSONAL PROPERTY
CAUSED BY THE NEGLIGENT OR MORE CULPABLE ACTS OR OMISSIONS OF
INDEMNIFYING PARTY, INCLUDING ANY RECKLESS OR WILLFUL MISCONDUCT; OR
v. ANY FAILURE OF THE INDEMNIFYING PARTY TO COMPLY WITH ANY APPLICABLE
FEDERAL, STATE, OR LOCAL LAWS, REGULATIONS, OR CODES RELATED TO THE
PERFORMANCE OF ITS OBLIGATIONS UNDER THIS CONTRACT.
B. THE INDEMNIFIED PARTY SHALL GIVE THE INDEMNIFYING PARTY WRITTEN NOTICE (A "CLAIM
NOTICE") OF ANY CLAIM RECEIVED RELATED TO THIS CONTRACT. THE INDEMNIFYING PARTY'S
DUTY TO DEFEND APPLIES IMMEDIATELY. THE INDEMNIFIED PARTY'S FAILURE TO PROVIDE A
CLAIM NOTICE TO THE INDEMNIFYING PARTY DOES NOT RELIEVE THE INDEMNIFYING PARTY OF
ITS DUTY TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE INDEMNIFIED PARTY.
C. THE INDEMNIFIED PARTY MAY SELECT ITS OWN LEGAL COUNSEL TO REPRESENT ITS INTERESTS.
THE INDEMNIFYING PARTY SHALL:
i. REIMBURSE THE INDEMNIFIED PARTY FOR ITS REASONABLE COSTS AND ATTORNEY'S
FEES IMMEDIATELY UPON REQUEST, AS THEY ARE INCURRED, AND
ii. REMAIN RESPONSIBLE TO THE INDEMNIFIED PARTY FOR ANY LOSSES INDEMNIFIED
UNDER THIS SECTION.
D. THE INDEMNIFYING PARTY SHALL GIVE PROMPT, WRITTEN NOTICE TO THE INDEMNIFIED PARTY
OF ANY PROPOSED SETTLEMENT OF A CLAIM THAT IS INDEMNIFIABLE UNDER THIS SECTION.
THE INDEMNIFYING PARTY MAY NOT, WITHOUT THE INDEMNIFIED PARTY'S PRIOR, WRITTEN
CONSENT, SETTLE OR COMPROMISE ANY CLAIM OR CONSENT TO THE ENTRY OF ANY
JUDGMENT REGARDING WHICH INDEMNIFICATION IS BEING SOUGHT UNDER THIS SECTION.
E. MAINTENANCE OF THE INSURANCE REQUIRED BY THIS CONTRACT SHALL NOT LIMIT THE
INDEMNIFYING PARTY'S OBLIGATIONS UNDER THIS SECTION. THE INDEMNIFYING PARTY SHALL
REQUIRE ALL SUBCONTRACTORS TO INDEMNIFY THE CITY IN THE SAME MANNER AS PROVIDED
IN THIS SECTION.
1.19 NOTICES:
Standard Terms & Conditions-RFP 1100 DCM3046 6 Rev. 03-06-2026

RFP 1100 DCM3046
CITY OF AUSTIN EMERGENCY AND NON-EMERGENCY
STANDARD TERMS AND CONDITIONS
SPILL RESPONSE, CLEAN-UP AND
RESTORATION SERVICES
Unless otherwise specified, all notices, requests, or other communications required or appropriate to
be given under the Contract shall be in writing and shall be deemed delivered three business days
after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested.
Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Notices
to the Contractor shall be sent to the address registered with the City. Notices to the City shall be
addressed to: City of Austin, Austin Financial Services-Central Procurement, 505 Barton Springs
Road, Ste 330, Austin, TX 78704 and marked to the attention of the assigned Procurement Specialist.
1.20 CONFIDENTIALITY:
The Parties may be granted access to certain of the other Party's or Licensor's Confidential
Information (including inventions, employee information, trade secrets, confidential know-how,
confidential business information, and other information which the Party or its licensors consider
confidential) (Confidential Information) to provide the Deliverables to the City. The Parties
acknowledge and agree that the Confidential Information is the valuable property of the disclosing
Party and its licensors and any unauthorized use, disclosure, dissemination, or other release of the
Confidential Information will substantially injure the disclosing Party and its licensors. The receiving
Party (including its employees, Subcontractors, agents, or representatives) agrees it will maintain the
Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge,
recreate, or otherwise use the Confidential Information without prior written consent of disclosing
Party, or in a manner not expressly permitted under this Contract, unless the Confidential Information
is required to be disclosed by law or an Order of a court or other governmental authority (including a
Texas Attorney General opinion) with proper jurisdiction. In all cases, the receiving Party agrees to
promptly notify the disclosing Party before disclosing Confidential Information to permit the
disclosing Party reasonable time to seek an appropriate protective Order. The receiving Party agrees
to use protective measures no less stringent than the receiving Party uses in its business to protect its
own most valuable information. In all circumstances, the receiving Party's protective measures must
be at least reasonable measures to ensure the continued confidentiality of the Confidential
Information.
A. The Parties agree: (i) not to use Confidential Information for any reason other than for the purpose
of providing or receiving the Deliverables, (ii) not to disclose Confidential Information to any third
party other than to its employees who have a need to know the Confidential Information for
furtherance of providing the Deliverables, and (iii) to promptly notify the disclosing Party of any
request for Confidential Information to be disclosed under any law or order of any court or other
governmental authority with proper jurisdiction, so as to permit disclosing Party reasonable time
to seek an appropriate protective order.
B. All Confidential Information and derivations thereof shall remain the sole and exclusive property
of disclosing Party, and no license or other right to the Confidential Information or intellectual
property is granted or implied hereby. Upon the written request of disclosing Party, the receiving
Party shall promptly return to disclosing Party all tangible items of Confidential Information
furnished by disclosing Party and all copies thereof or certify in writing that all Confidential
Information, including all copies, has been destroyed.
C. No expiration or termination of the Contract shall affect either Party's rights or obligations with
respect to Confidential Information.
Standard Terms & Conditions-RFP 1100 DCM3046 7 Rev. 03-06-2026

RFP 1100 DCM3046
CITY OF AUSTIN EMERGENCY AND NON-EMERGENCY
STANDARD TERMS AND CONDITIONS
SPILL RESPONSE, CLEAN-UP AND
RESTORATION SERVICES
D. The Parties acknowledge and agree that any breach or threatened breach of the Contract could
cause harm for which money damages may not provide an adequate remedy.
E. The parties agree that in the event of such a breach or threatened breach of the Contract, in
addition to any other available remedies, City may seek temporary and permanent injunctive relief
restraining the Contractor from disclosing or using, in whole or in part, any Confidential
Information.
1.21 TEXAS PUBLIC INFORMATION ACT:
A. All material submitted by the Contractor to the City related to the Contract may become subject
to public disclosure upon receipt by the City. Any portions of such material claimed by the
Contractor to be proprietary must be clearly marked as such. Determination of the public nature
of the material is subject to the Texas Public Information Act, Chapter 552, Texas Government
Code.
B. In accordance with Texas Government Code 552.372, if this Contract has a stated expenditure of
at least $1 million in public funds for the purchase of goods or services by the City or results in the
expenditure of at least $1 million in public funds for the purchase of goods or services by the City
in a fiscal year, Contractor agrees to:
i. Preserve all Contracting information related to the Contract as provided by the records
retention requirements in the AUDITS AND RECORDS Section of the Contract;
ii. Promptly provide to the City any Contracting information related to the Contract that is in the
custody or possession of Contractor on request of the City; and
iii. On completion of the Contract, either:
(1) Provide at no cost to the City all Contracting information related to the Contract that is in
the custody or possession of Contractor; or
(2) Preserve the Contracting information related to the Contract as provided by the records
retention requirements in the AUDITS AND RECORDS Section of the Contract.
C. The requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to this
Contract, and the Contractor agrees that the Contract can be terminated if the Contractor
knowingly or intentionally fails to comply with a requirement of that Subchapter.
1.22 PUBLICATIONS:
All published material and written reports submitted under the Contract must be originally developed
material unless otherwise specifically provided in the Contract. When material not originally
developed is included in a report in any form, the source shall be identified.
1.23 ADVERTISING:
The Contractor shall not advertise or publish, without the City's prior written consent, the fact that the
City has entered into the Contract, except to the extent required by law.
1.24 NO CONTINGENT FEES:
The Contractor warrants that no person or selling agency has been employed or retained to solicit or
secure the Contract upon any agreement or understanding for commission, percentage, brokerage,
or contingent fee, excepting bona fide employees of bona fide established commercial or selling
agencies maintained by the Contractor for the purpose of securing business. For breach or violation
Standard Terms & Conditions-RFP 1100 DCM3046 8 Rev. 03-06-2026

RFP 1100 DCM3046
CITY OF AUSTIN EMERGENCY AND NON-EMERGENCY
STANDARD TERMS AND CONDITIONS
SPILL RESPONSE, CLEAN-UP AND
RESTORATION SERVICES
of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the
Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise
recover, the full amount of such commission, percentage, brokerage or contingent fee.
1.25 GRATUITIES:
The City may, by written notice to the Contractor, cancel the Contract without liability if it is
determined by the City that gratuities were Offered or given by the Contractor or any agent or
representative of the Contractor to any officer or employee of the City of Austin with a view toward
securing the Contract or securing favorable treatment with respect to the awarding or amending or the
making of any determinations with respect to the performing of such Contract. In the event the
Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any
other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in
providing such gratuities.
1.26 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS:
No officer, employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any Solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that Solicitation. Any willful
violation of this Section shall constitute impropriety in office, and any officer or employee guilty
thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this
provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract
voidable by the City.
1.27 INDEPENDENT CONTRACTOR:
The Contract shall not be construed as creating an employer/employee relationship, a partnership, or
a joint venture. The Contractor's services shall be those of an independent Contractor. The Contractor
agrees and understands that the Contract does not grant any rights or privileges established for
employees of the City.
1.28 ASSIGNMENT DELEGATION:
The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their
respective successors and assigns, provided however, that no right or interest in the Contract shall be
assigned and no obligation shall be delegated by the Contractor without the prior written consent of
the City. Any attempted assignment or delegation by the Contractor shall be void unless made in
conformity with this Paragraph. The Contract is not intended to confer rights or benefits on any person,
firm or entity not a party hereto; it being the intention of the parties that there be no third-party
beneficiaries to the Contract.
1.29 WAIVER:
The claim or right arising out of a breach of the Contract cannot be discharged in whole or in part by a
waiver or renunciation of the claim or right unless the waiver or renunciation is supported by
consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the
City of any one or more events of default by the other party shall operate as, or be construed to be, a
permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance
of any other existing or future default or defaults, whether of a similar or different character.
Standard Terms & Conditions-RFP 1100 DCM3046 9 Rev. 03-06-2026

RFP 1100 DCM3046
CITY OF AUSTIN EMERGENCY AND NON-EMERGENCY
STANDARD TERMS AND CONDITIONS
SPILL RESPONSE, CLEAN-UP AND
RESTORATION SERVICES
1.30 MODIFICATIONS:
The Contract can be modified or amended only in writing and signed by both parties. No pre-printed
or similar terms on any Contractor Invoice, Order, clickwrap agreement or other document shall have
any force or effect to change the terms, covenants, and conditions of the Contract.
1.31 INTERPRETATION:
The Contract is intended by the parties as a final, complete and exclusive Statement of the terms of
their agreement. No course of prior dealing between the parties or course of performance or usage of
the trade shall be relevant to supplement or explain any term used in the Contract. Although the
Contract may have been substantially drafted by one party, it is the intent of the parties that all
provisions be construed in a manner to be fair to both parties, reading no provisions more strictly
against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted
by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise
defined in the Contract.
1.32 DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this Section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may
make a written request for a meeting between representatives of each party within 14 calendar
days after receipt of the request or such later period as agreed by the parties. Each party shall
include, at a minimum, one senior level individual with decision-making authority regarding the
dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a
resolution of the dispute. If, within 30 calendar days after such meeting, the parties have not
succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as
described below. Negotiation may be waived by a written agreement signed by both parties, in
which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within 30 calendar days, a mediator trained in mediation skills to
assist with resolution of the dispute. Should they choose this option, the City and the Contractor
agree to act in good faith in the selection of the mediator and to consider qualified individuals
nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the
skills of a person who is trained in the subject matter of the dispute or a Contract interpretation
expert. If the parties fail to agree on a mediator within 30 calendar days of initiation of the
mediation process, the mediator shall be selected by the Travis County Dispute Resolution
Center. The parties agree to participate in mediation in good faith for up to 30 calendar days from
the date of the first mediation session. The City and the Contractor will share the mediator's fees
equally and the parties will bear their own costs of participation such as fees for any consultants
or attorneys they may utilize to represent them or otherwise assist them in the mediation.
1.33 JURISDICTION AND VENUE:
The Contract is made under and shall be governed by the laws of the State of Texas, including, when
applicable, the Uniform Commercial Code as adopted in Texas, Bus. & Comm. Code, Chapter 1,
excluding any rule or principle that would refer to and apply the substantive law of another State or
Standard Terms & Conditions-RFP 1100 DCM3046 10 Rev. 03-06-2026