CONTRACT BETWEEN Tm: CITY or NEW ORLEANS AND HENRY CONSULTING, L.L.C. This contract (the "Contract") is made and entered into this day offu 2012, by and between the City of New Orleans, herein represented by Mitchell . Landrieu. (the "City"), and Henry Consulting, L.L.C., herein represented by Troy A. Henry, Managing Partner (the "Contractor"). VVITNESSETH VVHZEREAS, the City desires to engage a contractor to furnish bulk fuel services to the City; and WHEREAS, for that purpose, the City issued an Invitation To Bid dated September 28, 20l1, thereafter tabulated responsive bids, and identified the Contractor to receive the related contract; and WHEREAS, Contractor, whose office is located at 1010 Common Street, Suite 2500, New Orleans, Louisiana 70112, is qualified and has the necessary expertise; and both the City and the Contractor desire to enter into this Contract; NOW the City and the Contractor, for the consideration and under the conditions set forth, do agree as follows: The City of New Orleans hereby. grants and confirms unto Henry - -- - contract for furnishing the City of New Orleans with bulk fuel services, Item No. .1) (N o. 2 Diesel Fuel), for the period of twelve (12) months, effective date hereof, strictly according to Bid Proposal (the "Bid Proposal") and the Contractor's bid thereto dated Qetober 25, 2011. The Bid Proposal, including all Attachments, is incorporated herein by reference. The Contractor's Bid is attached hereto and made a part hereof. This is a price protection contract and is not binding insofaras any specific quantity. PAYIVEENT TERMS: Payment for the services rendered under_this Contract will be made by the City, upon the City's receipt and approval of certified invoices from the Contractor. The invoices shall show the total of previous payments on account of this Contract and the amount due and payable as of the date of the current invoice. Upon receipt and approval by the City of each invoice, the City will pay the amount shown to be due and payable within thirty (30) calendar days. CONVICTED FELON STATEMENT: The Contractor swears that it complies with Section of the'Code of the City' of New Orleans. No Contractor principal, member, or officer has, Within the preceding five years, been convicted of, or pled guilty to, a felony under state or federal statutes for embezzlement, theft of public funds, bribery, or falsification or destruction of public records. NON-SOLICITATION STATEMENT: The Contractor swears that it has not employed or retained any company or person, other than a bona tide employee working solely for him, to solicit or secure the subject contract. The Contractor has not paid or agreed to pay any person, other than a bona fide employee worlcing for him,' any fee, cornrnission, percentage, gift, or any other consideration contingent upon or resulting from the subject contract. The following provisions are hereby added to Attachment to the Bid Proposal: 14. OWNERSHIP INTEREST DISCLOSURE: The Contractor shall provide a sworn affidavit listing all persons, natural or artificial,' with an ownership interest in the Contractor and stating that _no other person holds an ownership interest in the contractor via a counter letter. For the purposes hereof, an "ownership interest" shall not be deemed to include ownership of stock in a publicly traded corporation or ownership of an interest in a mutual fund or trust that holds an interest in a publicly traded corporation. If the Contractor fails to submit the required affidavits, the City may, after 30 days' written notice to the prime Contractor, take such action as may be necessary to cause the suspension of any further payments until such the required affidavits are submitted. 15. SUBCONTRACTOR REPORTING: The Contractor shall provide a list of all persons, natural or artificial, who are retained by the Contractor at the time of the contract's execution and who are expected to perform work as subcontractors in connection with the Contractor's work for the city. In regard to any subcontractor proposed to be retained by the Contractor to perform work on the contract with the city, the Contractor must provide notice to the city within 30 days of retaining said subcontractor. If the Contractor fails to submit the required lists and notices, the City may, after 30 days' written notice to the prime Contractor, take such action as may be necessary to cause the suspension of any further payments until such the required lists and notices are submitted. 16. EIVEPLOYEE VERIFICATION: Contractor swears that it is in compliance with Louisiana Revised Statutes 382212.10, and is registered and participates in a status verification system to verify that all employees in the State of Louisiana are legal citizens of the United States or are legal aliens; (ii) it shall continue, during the term of this Agreement, to utilize a status verification system to verify the legal status of all new employees in the State of Louisiana; and it shall require all subcontractors to submit to Contractor a sworn affidavit verifying compliance with items and (ii) above. Contractor acknowledges and agrees that any violation of the provisions of this paragraph may subject this Agreement to cancellation, and may further result in Contractor being ineligible for any public contract for a period of three years from the date the violation is discovered. Contractor further acknowledges and agrees that it shall be liable for any additional costs incurred by the City occasioned by the cancellation of this Agreement or the loss of any license or permit to do business in the State of Louisiana resulting from a violation of La. R.S. 382212.10. Contractor agrees to provide to the City a sworn affidavit attesting to the above provisions if requested by the City to do so; failure to provide such affidavit upon request shall give the City the option to cancel this Agreement. 17. NOTICE: Any notice, demand, communication, or request required or permitted hereunder shall be in writing and delivered in person or by certifiedmail, return receipt requested, as follows: If to the City: J.W. Sneed LtCol USMC (ret) Deputy Mayor for Public Safety Director, Office of Homeland Security Emergency Preparedness 1300 Perdido Street New Orleans, LA 70112 And: City Attorney City of New Orleans 1300 Perdido Street, Suite SE03 New Orleans, LA 70112 If to the Contractor: Troy Henry Managing Partner Henry Consulting, LLC . 1010 Common Street, Suite 2500 New Orleans, LA 70112 Notices shall be effective when received by each of the above-referenced individuals at the addresses specified above. Each party shall be responsible for notifying the other in writing that references this Agreement of any changes in the respective addresses set forth above. Nothing contained in this Section 17 shall be construed to restrict the transmission of routine communications between representatives of the City and the Contractor. 18. TERMINATION FOR CAUSE: The City and the Contractor shall each have the right to terminate this Contract for cause, effective immediately upon the giving of written notice to the other party of its intent to terminate and the reasons therefore. If the termination for cause is subsequently challenged in a court of law and if the challenging party prevails, the termination for cause shall be deemed to be a termination for convenience and shall be effective thirty (30) days from the date that the original written notice of termination for cause was given to the challenging party and no further notice shall be required. - 19. NON-EXCLUSIVITY: This Contract shall be non--exclusive. Accordingly, the Contractor shall be free to provide services to other clients, subject to Section 3, Conflict of Interest, of Attachment to the Bid Proposal. The City shall be free to engage the services of other contractors for the provision of some or all of the Services set forth in this Contract. 20. REMEDIES CUIVIULATIVE: No remedy set forth in this Contract or otherwise conferred upon or reserved to any party shall be considered exclusive of any other remedy available to a party. Rather, each remedy shall be deemed distinct, separate, and cumulative, and each may be exercised from time to time as often as the occasion may arise or as may be deemed expedient. 21. ENTEE AGREEMENT: The Contractor specifically acknowledges that in entering into and accepting this Contract, the Contractor relies solely upon the representations and ageements contained in this Contract, including the Bid Proposal and the Contractofs Bid, and no others, This Contract, including the Bid Proposal and the Contractor's. Bid, supersedes and replaces any and all prior agreements, negotiations, and discussions between the parties hereto with regard to the terms, obligations, and conditions herein. The Contractor binds itself to perform this Contract well and faithfully, to observe and comply with all the conditions and stipulations contained in the Bid Proposal and the Contractor's Bid in every particular, and at all times to abide by and be held amenable and subject thereto, and tothis Contract. For performance hereunder according to the Bid Proposal and the Contractor's Bid, the City binds and obligates itself to pay the Contractor the amount set forth in the Contractor's Bid. Bond No. 41245510 And now to these presents personally came and intervened Platte River Insurance Company as surety (the Who declared that it has read and taken full cognizance of the hereinbefore written contract between the City and the Contractor, and does hereby bind itself as surety for the faithful performance of all work called for in the Contract by the Contractor in the sum of FORTY THOUSAND AND 00/100 DOLLARS NOW THE CONDITION of this obligation is such that if the Contractor shall well and faithfully perform all and singular the obligations assumed by it in the Contract; and shall fully secure and protect the City, its legal successors and representatives, from all loss or expense of any kind, including premises, including all costs of court and attorneys' fees, made necessary or arising from the failure, refusal or neglect of the Contractor to comply with all of the obligations assumedby it; then, this said bond shall become null and void, otherwise to remain in full force and effect. No modifications, omissions, additions, in or to the terms of the Contract, in the Plans or Specifications, or in the manner and mode of payment, shall in any manner affect the obligations of the Surety in connection with the Contract. The Contractor and the Surety consent and yield to the jurisdiction of the State Civil Courts of the Parish of Orleans and formally waive any pleas of jurisdiction on account of the residence elsewhere of the Contractor or the Surety, under any applicable bond, as well as all pleas of discussion between the Contractor and the Surety under any applicable bond. TO FOLLOW ON NEXT IN WITNESS the parties hereto have made and executed this Contract effective the day and year first written above: CITY OF NEW ORLEANS . - By: MITCHELL J. LANDRIEU, MAYOR yi - . Printed Name: HENRY CONSULTING, F095 3 PLATTE RIVER INSURANCE COIVQANY 3'7 /6 Agent and ttomey-In-Fact . I