New- Electric Utility Overhead Distribution Center-5543-Award/Ordinance/Pricing I CITY
OF
DENTON901-B TEXAS STREET•DENTON, TEXAS 75209•(940)349-7100•FAX(940)349-7302_
MATERIALS MANAGEMENT DIVISION
August 13, 2014
Daniel Brown.
HD Supply Power Solutions
2800 Quail Riu1, Ste 100
Corinth, Texas 76208
Ref: File 5543 —Electric Utility Overhead Distribution Center
Mr. Brown:
On August 5, 2014, the City Council for the City of Denton approved the above
referenced file to your company, HD Supply Power Solutions.
Enclosed is your signed original agreement.
Thank you for your interest in the City of Denton.
Regards,
Karen Smith
cc: File 5543
IB
"Dedicated to Quality Service"
www.cityofdenton.com
ORIGINAL
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND HD SUPPLY POWER SOLUTIONS
(RFP#5543)
THIS CONTRACT is made and entered into this 5'6k day of A.D.,
2014, by and between HD Supply Power Solutions a corporation, whose addreo. is 2800 Quail
Run, Ste100, Corinth, TX 76208, hereinafter referred to as "Supplier," and the CITY OF
DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be
effective upon approval of the Denton City Council and subsequent execution of this Contract by
the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby,the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products in accordance with the City's RFP # 5543 Spmly of
Electric Utility Overhead Distribution Conductor, a copy of which is on file at the office of
Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written
agreement and the following items which are attached hereto, or on file, and incorporated herein
by reference:
(a) Special Terms and Conditions (Exhibit"A")
(b) City of Denton's RFP 5543 ( on file at the office of the Purchasing Agent)
(c) City of Denton's Standard Terms and Conditions (Exhibit"B");
(d) Form CIQ—Conflict of Interest Questionnaire (Exhibit "C");
(e) Supplier's Proposal. (Exhibit "D");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the
provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving
precedence first to the written agreement then to the contract documents in the order in which
they are listed above. These documents shall be referred to collectively as "Contract
Documents."
RFP 5543
i
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
SUPPLIER ]q�
BY: Signature on File
AUTHOWZft SSIGRXTURE
Date: 7�•S/.2a
Name: Z±,wF4 J� —
Title: a L'e"-r s#-"65/y'* '
(§/z 70 w7�1 Z�P4 Sy9 768l
PHONE NUMBER
617- !�3
FAX NUMBER
CITY OF DENTON,TEXAS
ATTEST: Signature on File
JENNIFER WALTERS, CITY SECRETARY BY
GEORGE C.CAMPBELL, CITY MANAGER
BY�Signature on File Date:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: --Signature on File
./RFP 5543
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Exhibit A
Special Terms and Conditions
The Quantities indicated on Exhibit D are estimates based upon the best available information.
The City reserves the right to increase or decrease the quantities to meet its actual needs without
any adjustments in the bid price. Individual purchase orders will be issued on an as needed
basis.
Product Chan es During Contract Term
The supplier shall not change specifications during the contract term without prior approval.
Any deviation in the specifications or change in the product must be approved in advance by the
City of Denton. Notice of a change shall be submitted in writing to
dentonpurchasingkcityofdenton.com with the above file number in the subject line, for review.
Products found to have changed specifications without notification, and acceptance, will be
returned at the supplier's expense. Products that have been installed will be replaced at the
supplier's expense.
Authorized Distributor
The supplier shall be the manufacturer or authorized distributor of the proposed products. The
distributor shall be authorized to sell to the City of Denton, and make available the
manufacturer's representative as needed by the City.
Contract Terms
The contract term will be one (1) year, effective from date of award. The City and the Supplier
shall have the option to renew this contract for an additional two(2)one-year periods.
The contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, from the date of award by City Council, unless either party
notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton,
the contract may be further extended as needed, not to exceed a total of six(C)months.
Price Escalation and De-escalation
The City of Denton will implement an escalation/de-escalation metals price adjustment at time of
order acceptance by the manufacturer using the prior month's metal average. The escalation/de-
escalation will be based upon the following metal bases:
Aluminum Base=LME with Midwest Adder
Copper Base= COMEX
The metal bases shown below were taken from April 2014 and will be used as the reference
metal basis for the proposal evaluation and award:
AL base at$.9583 per Pound
CU base at$3.0724 per Pound
The price of each product will be increased or decreased based upon the following metals
adjustment formulas:
RFP 5543
AL Conductor or Cable priced per CWT:
Unit price adjustment = (%Aluminum content) x (Amount of increase or decrease of the
Aluminum Metal Base/CWT)
CU Conductor or Cable priced per CWT:
Unit price adjustment= (% of Copper Content)x (Amount of increase or decrease of the Copper
Metal Base/CWT)
Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated
eligible prices shall be adjusted in accordance with the unit price change adjustment derived
from the above formulas. It is the Vendor's or the City's responsibility to request a price
adjustment at the time of each order in writing. If no request is made prior to order acceptance
by the manufacturer, then it will be assumed that the original proposed price will be in effect.
The vendor must submit or make available the manufacturer's pricing sheet used to calculate the
proposal which includes the percent of each type of metal in all products, to participate in the
escalation/de-escalation clause. Should any manufacturer utilize their own proprietary or
alternate metals index, any unit price adjustments requested will be verified by the City of
Denton and if found valid then the adjustments will be pro-rated against the LME and COMEX
metal bases described above.
The City has created a spreadsheet based upon pricing and metal content. This
spreadsheet will be used to determine cable pricing each month.
Total Contract Amount
The contract total shall not exceed $1,000,000. Pricing shall be per Exhibit D attached.
Delivery Lead Time
Product or services shall be delivered to the City per the days/weeks noted in Exhibit D after
receipt of the order.
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Exhibit B
City of Denton_
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other
requirements included in the City of Denton's solicitation are applicable to Contracts/Purchase Orders
issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after
referred to as the Supplier.Any deviations must be in writing and signed by a representative of the City's
Procurement Department and the Supplier.No Terms and Conditions contained in the Supplier's Proposal
response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict
between the provisions on the face of the Contract/Purchase Order these written provisions will take
precedence.
By submitting an Offer in response to the Solicitation, the Supplier agrees that the contract shall be
governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated.
Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, S, 20, 21, and 36 shall apply only to a
Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to
purchase Services to be performed principally at the City's premises or on public rights-of-way.
1. SUPPLIER'S OBLIGATIONS. The Supplier shall fully and timely provide all deliverables described in the
Solicitation and in the Supplier's Offer in strict accordance with the terms,covenants,and conditions of the Contract
and all applicable Federal,State,and local laws,rules,and regulations.
2.EFFECTIVE DATE/TERM.Unless otherwise specified in the Solicitation,this Contract shall be effective as of
the date the contract is signed by the City, and shall continue in effect until all obligations are performed in
accordance with the Contract.
3. SUPPLIER TO PACKAGE DELIVERABLES: The Supplier will package deliverables in accordance with
good commercial practice and shall include a packing list showing the description of each item,the quantity and unit
price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping
container shall be clearly and permanently marked as follows: (a) The Supplier's name and address, (b)the City's
name, address and purchase order or purchase release number and the price agreement number if applicable, (c)
Container number and total number of containers,e.g.box 1 of 4 boxes,and(d)the number of the container bearing
the packing list. The Supplier shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest
transportation costs and to conform to all the requirements of common carriers and any applicable specification.The
City's count or weight shall be final and conclusive on shipments not accompanied by packing lists.
4.SHIPMENT UNDER RESERVATION PROHIBITED:The Supplier is not authorized to ship the
deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables.
5.TITLE&RISK OF LOSS:Title to and risk of loss of the deliverables shall pass to the City only when the City
actually receives and accepts the deliverables.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B.point of
delivery unless otherwise specified in the Supplemental Terms and Conditions.Unless otherwise stated in the Offer,
the Supplier's price shall be deemed to include all delivery and transportation charges.The City shall have the right
to designate what method of transportation shall be used to ship the deliverables.The place of delivery shall be that
set forth the purchase order.
7.RIGHT OF INSPECTION AND REJECTION:The City expressly reserves all rights under law,including,but
not limited to the Uniform Commercial Code,to inspect the deliverables at delivery before accepting them,and to
reject defective or non-conforming deliverables. If the City has the right to inspect the Supplier's,or the Supplier's
Subcontractor's, facilities, or the deliverables at the Supplier's, or the Supplier's Subcontractor's, premises, the
Supplier shall furnish, or cause to be furnished,without additional charge, all reasonable facilities and assistance to
the City to facilitate such inspection.
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8.NO REPLACEMENT OF DEFECTIVE TENDER:Every tender or delivery of deliverables must fully comply
with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall
constitute a breach and the Supplier shall not have the right to substitute a conforming tender; provided, where the
time for performance has not yet expired, the Supplier may notify the City of the intention to cure and may then
make a conforming tender within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Supplier access to the sites where the
Supplier is to perform the services as required in order for the Supplier to perform the services in a timely and
efficient manner,in accordance with and subject to the applicable security laws,rules,and regulations.The Supplier
acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the
location and essential characteristics of the work sites,the quality and quantity of materials, equipment, labor and
facilities necessary to perform the services, and any other condition or state of fact which could in any way affect
performance of the Supplier's obligations under the contract. The Supplier hereby releases and holds the City
harmless from and against any liability or claim for damages of any kind or nature if the actual site or service
conditions differ from expected conditions.
10.WORKFORCE
A.The Supplier shall employ only orderly and competent workers,skilled in the performance of the services which
they will perform under the Contract.
B. The Supplier, its employees, subcontractors, and subcontractor's employees may not while engaged in
participating or responding to a solicitation or while in the course and scope of delivering goods or services under a
City of Denton contract or on the City's property.
i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as
required by the terms of the contract;or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may
such workers be intoxicated,or under the influence of alcohol or drugs,on the job.
C_ If the City or the City's representative notifies the Supplier that any worker is incompetent, disorderly or
disobedient,has knowingly or repeatedly violated safety regulations,has possessed any firearms,or has possessed or
was under the influence of alcohol or drugs on the job,the Supplier shall immediately remove such worker from
Contract services, and may not employ such worker again on Contract services without the City's prior written
consent.
Immigration: The Supplier represents and warrants that it shall comply with the requirements of the Immigration
Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for
any individuals hired on or after November 6, 1986,who will perform any labor or services under the Contract and
the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30,
1996.
11. COMPLIANCE WITH HEALTH, SAFETY,AND ENVIRONMENTAL REGULATIONS: The Supplier,
it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local
health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services,
including but not limited to those promulgated by the City and by the Occupational Safety and Health
Administration (OSHA). In case of conflict,the most stringent safety requirement shall govern. The Supplier shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines,
penalties and liability of every kind arising from the breach of the Supplier's obligations under this paragraph.
Environmental Protection:The supplier shall be in compliance with at]applicable standards,orders,or regulations
issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution
Control Act,as amended,(33 U.S.C.§1251 et seq.).
12. INVOICES:
A.The Supplier shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery.If partial shipments or deliveries are authorized by the City,a separate
invoice must be sent for each shipment or delivery made.
B.Proper Invoices must include a unique invoice number,the purchase order or delivery order
number and the master agreement number if applicable,the Department's Name,and the
name of the point of contact for the Department.Invoices shall be itemized and transportation
RFP 5543
charges,if any,shall be listed separately.A copy of the bill of lading and the freight waybill,when
applicable, shall be attached to the invoice. The Supplier's name, remittance address and, if applicable, the tax
identification number on the invoice must exactly match the information in the Vendor's registration with the City.
Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Supplier's
invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number
clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by
work order number.Time billed for labor shall be limited to hours actually worked at the work site.
D.Unless otherwise expressly authorized in the Contract,the Supplier shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E.Federal excise taxes,State taxes,or City sales taxes must not be included in the invoiced amount.
The City will furnish atax exemption certificate upon request.
13.PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30)
calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable,
whichever is later.
B.If payment is not timely made,(per paragraph A);interest shall accrue on the unpaid balance at
the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum
lawful rate;except,if payment is not timely made for a reason for which the City may withhold
payment hereunder,interest shall not accrue until ten(10)calendar days after the grounds for
withholding payment have been resolved.
C.If partial shipments or deliveries are authorized by the City,the Supplier 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
Supplier to such extent as may be necessary on account of-
i.delivery of defective or non-conforming deliverables by the Supplier;
ii.third party claims,which are not covered by the insurance which the Supplier is required to
provide,are filed or reasonable evidence indicating probable filing of such claims;
iii.failure of the Supplier to pay Subcontractors,or for labor,materials or equipment;
iv.damage to the property-of the City or the City's agents,employees or suppliers,which is not
covered by insurance required to be provided by the Supplier;
v.reasonable evidence that the Supplier'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 Supplier to submit proper invoices with purchase order number, with all required
attachments and supporting
documentation;or
vii.failure of the Supplier to comply with any material provision of the Contract Documents.
E.Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes,the City
may offset indebtedness owed the City through payment withholding.
F.Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer
of funds. The Supplier agrees that there shall be no additional charges, surcharges, or penalties to the City for
payments made by credit card or electronic funds transfer.
G.The awarding or continuation of this contract is dependent upon the availability of funding.The City's payment
obligations are payable only and solely from funds Appropriated and available for this contract. The absence of
Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not
Appropriated or available and any deliverables delivered but unpaid shall be returned to the Supplier.The City shall
provide the Supplier written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit
the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there
will be no penalty nor removal fees charged to the City.
14.TRAVEL EXPENSES: All travel,lodging and per diem expenses in connection with the Contract shall be paid
by the Supplier,unless otherwise stated in the contract terms.
15.FINAL PAYMENT AND CLOSE-OUT:
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A. If a DBE/MBE/WBE Program Plan is agreed to and the Supplier has identified Subcontractors, the Supplier is
required to submit a Contract Close-Out MBI;/WBE Compliance Report to the Purchasing Manager no later than the
15th calendar day after completion of all work under the contract.Final payment,retainage,or both may be withheld
if the Supplier is not in compliance with the requirements as accepted by the City.
13.The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Supplier, 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 Supplier to comply with the Contract or the terms of any warranty specified herein, (4) arising
from the Supplier'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 Supplier against the
City other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special
tooling or special test equipment fabricated or required by the Supplier 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 Supplier as such.
17.RIGHT TO AUDIT:
A.The City shall have the right to audit and make copies of the books,records and computations pertaining to the
Contract. The Supplier shall retain such books, records, documents and other evidence pertaining to the Contract
period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved,in which case
records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other
evidence shall be available,within ten(10)business days of written request. Further,the Supplier shall also require
all Subcontractors, material suppliers,and other payees to retain all books,records, documents and other evidence
pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be
made available within a 50 mile radius of the City of Denton- The cost of the audit will be borne by the City unless
the audit reveals an overpayment of I%or greater. If an overpayment of 1%or greater occurs,the reasonable cost
of the audit, including any travel costs, must be borne by the Supplier which must be payable within five (5)
business days of receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall
constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records",
"documents" and"other evidence", as used above, shall be construed to include drafts and electronic files, even if
such drafts or electronic files are subsequently used to generate or prepare a final printed document.
18.SUBCONTRACTORS:
A.If the Supplier identified Subcontractors in a DBE/MBE/WBE agreed to Plan,the Supplier shall comply with all
requirements approved by the City.The Supplier shall not initially employ any Subcontractor except as provided in
the Supplier's Plan. The Supplier shall not substitute any Subcontractor identified in the Plan,unless the substitute
has been accepted by the City in writing.No acceptance by the City of any Subcontractor shall constitute a waiver of
any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has
been approved, the Supplier is additionally required to submit a monthly Subcontract Awards and Expenditures
Report to the Procurement Manager,no later than the tenth calendar day of each month.
B.Work performed for the Supplier by a Subcontractor shall be pursuant to a written contract between the Supplier
and Subcontractor.The terms of the subcontract may not conflict with the terms of the
Contract,and shall contain provisions that:
i.require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the
provisions,specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior
written consent of the City and the Supplier. The City may require, as a condition to such further subcontracting,
that the Subcontractor post a payment bond in form,substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including any claims for
additional payments,damages or otherwise,to the Supplier in sufficient time to enable the Supplier to include same
with its invoice or application for payment to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain,throughout the term of their contract, insurance in
the type and amounts specified for the Supplier,with the City being a named insured as its interest shall appear;and
v.require that the Subcontractor indemnify and hold the City harmless to the same extent as the Supplier is
required to indemnify the City.
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C. The Supplier shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the
Supplier is responsible for the Supplier's own acts and omissions.Nothing in the Contract shall create for the benefit
of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it
create any obligation on the part of the City to pay or to see to the payment of any moneys due any such
Subcontractor except as may otherwise be required by law.
D.The Supplier shall pay each Subcontractor its appropriate share of payments made to the Supplier not later than
ten(10)calendar days after receipt of payment from the City.
19.WARRANTY-PRICE:
A.The Supplier warrants the prices quoted in the Offer are no higher than the Supplier's current prices on orders by
others for like deliverables under similar terms of purchase.
B. The Supplier certifies that the prices in the Offer have been arrived at independently without consultation,
communication,or agreement for the purpose of restricting competition, as to any matter relating to such fees with
any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the Supplier, or
otherwise recover,any amounts paid for items in excess of the Supplier's current prices on orders by others for like
deliverables under similar terms of purchase.
20. WARRANTY — TITLE: The Supplier warrants that it has good and indefeasible title to all deliverables
furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and
encumbrances.The Supplier shall indemnify and hold the City harmless from and against all adverse title claims to
the deliverables.
21. WARRANTY-DELIVERABLES: The Supplier warrants and represents that all deliverables sold the City
under the Contract shall be free from defects in design,workmanship or manufacture, and conform in all material
respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the
Supplier, to the terms,covenants and conditions of the Contract,and to all applicable State, Federal or local laws,
rules,and regulations,and industry codes and standards.Unless otherwise stated in the Solicitation,the deliverables
shall be new or recycled merchandise,and not used or reconditioned.
A.Recycled deliverables shall be clearly identified as such.
B.The Supplier may not limit,exclude or disclaim the foregoing warranty or any warranty implied by law;and any
attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of
acceptance of the deliverables or from the date of acceptance of any replacement deliverables.If during the warranty
period,one or more of the above warranties are breached,the Supplier shall promptly upon receipt of demand either
repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming
deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or
replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the
Supplier. The City shall endeavor to give the Supplier 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.
D.If the Supplier is unable or unwilling to repair or replace defective or non-conforming deliverables as required by
the City,then in addition to any other available remedy,the City may reduce the quantity of deliverables it may be
required to purchase under the Contract from the Supplier, and purchase conforming deliverables from other
sources. In such event, the Supplier shall pay to the City upon demand the increased cost, if any, incurred by the
City to procure such deliverables from another source.
E. If the Supplier is not the manufacturer,and the deliverables are covered by a separate manufacturer's warranty,
the Supplier shall transfer and assign such manufacturer's warranty to the City.If for any reason the manufacturer's
warranty cannot be fully transferred to the City, the Supplier shall assist and cooperate with the City to the fullest
extent to enforce such manufacturer's warranty for the benefit of the City.
22. WARRANTY— SERVICES: The Supplier warrants and represents that all services to be provided the City
under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with
generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all
applicable Federal,State and local laws,rules or regulations.
A.The Supplier may not limit,exclude or disclaim the foregoing warranty or any warranty implied by law,and any
attempt to do so shall be without force or effect.
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B. Unless otherwise specified in the Contract,the warranty period shall be at least one year from the Acceptance
Date. If during the warranty period, one or more of the above warranties are breached, the Supplier shall promptly
upon receipt of demand perform the services again in accordance with above standard at no additional cost to the
City.All costs incidental to such additional performance shall be borne by the Supplier. The City shall endeavor to
give the Supplier written notice of the breach of warranty within thirty(30)calendar days of discovery of the breach
warranty,but failure to give timely notice shall not impair the City's rights under this section.
C.If the Supplier is unable or unwilling to perform its services in accordance with the above standard as required by
the City, then in addition to any other available remedy, the City may reduce the amount of services it may be
required to purchase under the Contract from the Supplier,and purchase conforming services from other sources.In
such event,the Supplier shall pay to the City upon demand the increased cost,if any,.incurred by the City to procure
such services from another source.
23.ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES:If,instead of requiring
immediate correction or removal and replacement of defective or non-conforming deliverables, the City prefers to
accept it,the City may do so.The Supplier shall pay all claims, costs, 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 the acceptance occurs after final payment,such
amount will be refunded to the City by the Supplier.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other
party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In
the event that no assurance is given within the time specified after demand is made,the demanding party may treat
this failure as an anticipatory repudiation of the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Supplier 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 Supplier will cease all work
until notified by the City that the violation or unsafe condition has been corrected.The Supplier shall be liable for all
costs incurred by the City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Supplier shall be in default under the Contract if the Supplier (a) fails to fully, timely and
faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of
performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United
States or(d) makes a material misrepresentation in Supplier's Offer, or in any report or deliverable required to be
submitted by the Supplier to the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Supplier, the City 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 Supplier,within such ten(10)day period,cures such default,or provides evidence
sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any
other remedy available under law or in equity,the City shall be entitled to recover all actual damages,costs, losses
and expenses, incurred by the City as a result of the Supplier's default, including,without limitation,cost of cover,
reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate.
Additionally,in the event of a default by the Supplier,the City may remove the Supplier from the City's vendor list
for three(3)years and any Offer submitted by the Supplier may be disqualified for up to three(3)years. All rights
and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law.
28. TERMINATION WITHOUT CAUSE:The City shall have the right to terminate the Contract,in whole or in
part, without cause any.time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of
termination,the Supplier 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 Supplier, to the extent of funds Appropriated or
otherwise legally available for such purposes, for all goods delivered and services performed and obligations
incurred prior to the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Supplier on airy Offer or in any report or deliverable required to be
submitted by the Supplier to the City shall be grounds for the termination of the Contract for cause by the City and
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may result in legal action.
30.DELAYS:
A.The City may delay scheduled delivery or other due dates by written notice to the Supplier 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
Supplier shall negotiate an equitable adjustment for costs incurred by the Supplier in the Contract price and execute
an amendment to the Contract.The Supplier must assert its right to an adjustment within thirty (30) calendar days
from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Supplier
from delaying the delivery as notified.
B.Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if,
while and to the extent such default or delay is caused by acts of Gad,fire,riots,civil commotion,labor disruptions,
sabotage,sovereign conduct,or any other cause beyond the reasonable control of such Party.In the event of default
or delay in contract performance due to any of the foregoing causes,then the time for completion of the services will
be extended; provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform.
31.INDEMNITY:A.Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,judgments and
liability of every character, type or description, including all reasonable costs and expenses of litigation,
mediation or other alternate dispute resolution mechanism, including attorney and other professional fees
for:(1)damage to or loss of the property of any person(including,but not limited to the City,the Supplier,
their respective agents,officers,employees and subcontractors;the officers,agents,and employees of such
subcontractors; and third parties); and/or(2)death, bodily injury, illness, disease, worker's compensation,
loss of services,or loss of income or wages to any person(including but not limited to the agents, officers
and employees of the City,the Supplier, the Supplier's subcontractors, and third parties), ii. "Fault" shall
include the sale of defective or non-conforming deliverables,negligence,willful misconduct or a breach of
any legally imposed strict liability standard.
B.THE SUPPLIER SHALL DEFEND(AT THE OPTION OF THE CITY),INDEMNIFY,AND HOLD THE CITY,ITS
SUCCESSORS,ASSIGNS,OFFICERS,EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF,INCIDENT TO,CONCERNING OR RESULTING FROM THE FAULT
OF THE SUPPLIER,OR THE SUPPLIER'S AGENTS,EMPLOYEES OR SUBCONTRACTORS,IN THE
PERFORMANCE OF THE SUPPLIER'S OBLIGATIONS UNDER THE CONTRACT.NOTHING HEREIN SHALL BE
DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE SUPPLIER(INCLUDING,BUT NOT LIMITED TO,THE
RIGHT TO SEEK CONTRIBUTION)AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance
requirements detailed in the solicitation document_ The successful firm shall procure and maintain insurance of the
types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company
licensed to do business in the State of Texas and satisfactory to the City of Denton.
A.General Requirements.
i. The Supplier shall at a minimum carry insurance in the types and amounts indicated and agreed to, as
submitted to the City and approved by the City within the procurement process, for the duration of the
Contract,including extension options and hold over periods,and during any warranty period.
ii. The Supplier shall provide Certificates of Insurance with the coverage's and endorsements required to
the City as verification of coverage prior to contract execution and within fourteen(14)calendar days after
written request from the City.Failure to provide the required Certificate of Insurance may subject the Offer
to disqualification from consideration for award.The Supplier must also forward a Certificate of Insurance
to the City whenever a previously identified policy period has expired,or an extension option or hold over
period is exercised,as verification of continuing coverage.
iii.The Supplier shall not commence work until the required insurance is obtained and until such insurance
has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability
of the Supplier hereunder and shall not be construed to be a limitation of liability on the part of the
Supplier.
iv. The Supplier must submit certificates of insurance to the City for all subcontractors prior to the
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subcontractors commencing work on the project.
v. The Supplier's and all subcontractors' insurance coverage shall be written by companies licensed to do
business in the State of Texas at the time the policies are issued and shall be written by companies with
A.M.Best ratings of A-VII or better.The City will accept workers'compensation coverage written by the
Texas Workers'Compensation Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation
endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following
information:
City of Denton
Materials Management Department
901E Texas Street
Denton,Texas 76209
vii.The"other" insurance clause shall not apply to the City where the City is an additional insured shown
on any policy.It is intended that policies required in the Contract,covering both the City and the Supplier,
shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Supplier shall carry
Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability
Insurance is provided,it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review
certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or
revision or modification of particular policy terms, conditions, limitations, or exclusions except where
policy provisions are established by law or regulations binding upon either of the parties hereto or the
underwriter on any such policies_
x.The City reserves the right to review the insurance requirements set forth during the effective period of
the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when
deemed necessary and prudent by the City based upon changes in statutory law,court decisions,the claims
history of the industry or financial condition of the insurance company as well as the Supplier.
A.The Supplier shall not cause any insurance to be canceled nor permit any insurance to lapse during the
term of the Contract or as required in the Contract.
xii.The Supplier shall be responsible for premiums,deductibles and self-insured retentions,if any,stated in
policies.All deductibles or self-insured retentions shall be disclosed on the Certificate of insurance.
xiii.The Supplier shall endeavor to provide the City thirty(30)calendar days'written notice of erosion of
the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract.
xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums
and are not intended to limit the responsibility or liability of the Supplier.
B.Specific Coverage Requirements:Specific insurance requirements are contained in the solicitation instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Supplier which arises under or
concerns the Contract,or which could have a material adverse affect on the Supplier's ability to perform thereunder,
the Supplier shall give written notice thereof to the City within ten(10)calendar days after receipt of notice by the
Supplier. Such notice to the City shall state the date of notification of any such claim,demand,suit,or other action;
the names and addresses of the claimant(s);the basis thereof;and the name of each person against whom such claim
is being asserted.Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton
City Attorney. Personal delivery to the City Attorney shall be to City Ball, 215 East McKinney Street, Denton,
Texas 76201.
34.NOTICES:Unless otherwise specified,all notices,requests,or other communications required or appropriate to
be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after
postmarked if sent by U.S.Postal Service Certified or Registered Mail,Return Receipt Requested.Notices delivered
by other means shall be deemed delivered upon receipt by the addressee.Routine communications may be made by
first class mail,telefax,or other commercially accepted means.Notices to the Supplier shall be sent to the address
specified in the Supplier's Offer, or at such other address as a party may notify the other in writing.Notices to the
City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the
Purchasing Manager.
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35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the
Supplier to the City shall become property of the City upon receipt. Any portions of such material claimed by the
Supplier to be proprietary must be clearly marked as such. Determination of the public nature of the material is
subject to the Texas Public Information Act,Chapter 552,and Texas Government Code.
35. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Supplier represents and warrants to the
City that: (i) the Supplier shall provide the City good and indefeasible title to the deliverables and (ii) the
deliverables supplied by the Supplier in accordance with the specifications in the Contract will not infringe,directly
or contributorily,any patent,trademark,copyright,trade secret, or any other intellectual property right of any kind
of any third party;that no claims have been made by any person or entity with respect to the ownership or operation
of the deliverables and the Supplier does not know of any valid basis for any such claims. The Supplier shall,at its
sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs
(including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i)
any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if
applicable,license rights,and its use of the deliverables infringes the intellectual property rights of any third party;
or(ii)the Supplier's breach of any of Supplier's representations or warranties stated in this Contract.In the event of
any such claim,the City shall have the right to monitor such claim or at its option engage its own separate counsel to
act as co-counsel on the City's behalf. Further, Supplier agrees that the City's specifications regarding the
deliverables shall in no way diminish Supplier's warranties or obligations under this paragraph and the City makes
no warranty that the production, development, or delivery of such deliverables will not impact such warranties of
Supplier.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Supplier may require access to certain
of the City's and/or its licensors' confidential information (including inventions, employee information, trade
secrets, confidential know-how, confidential business information, and other information which the City or its
licensors consider confidential) (collectively, "Confidential Information"). Supplier acknowledges and agrees that
the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use,
disclosure,dissemination,or other release of the Confidential Information will substantially injure the City and/or its
licensors. The Supplier (including its employees, subcontractors, agents, or representatives) agrees that it will
maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge,
recreate,or otherwise use the Confidential Information without the prior written consent of the City or in a manner
not expressly permitted under this Agreement,unless the Confidential Information is required to be disclosed by law
or an order of any court or other governmental authority with proper jurisdiction, provided the Supplier promptly
notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate
protective order.The Supplier agrees to use protective measures no less stringent than the Supplier uses within its
own business to protect its own most valuable information,which protective measures shall under all circumstances
be at least reasonable measures to ensure the continued confidentiality of the Confidential Information.
38.OWNERSHIP AND USE OF DELNERABLES:The City shall own all rights,titles,and interests throughout
the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Supplier agrees to disclose such
patentable subject matter to the City. Further, if requested by the City, the Supplier agrees to assign and, if
necessary, cause each of its employees to assign the entire right,title,and interest to specific inventions under such
patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its
employees to execute,acknowledge,and deliver an assignment of letters patent,in a form to be reasonably approved
by the City,to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightabie subject matter, the Supplier agrees that upon their
creation,such deliverables shall be considered as work made-for-hire by the Supplier for the City and the City shall
own all copyrights in and to such deliverables,provided however,that nothing in this Paragraph 38 shall negate the
City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such
deliverables. Should by operation of Iaw, such deliverables not be considered works made-for-hire, the Supplier
hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to
execute,acknowledge,and deliver an assignment to the City of)all worldwide right,title,and interest in and to such
deliverables.With respect to such work made-fox-hire,the Supplier agrees to execute,acknowledge,and deliver and
cause each of its employees providing services to the City hereunder to execute,acknowledge, and deliver a work-
made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such
deliverables to the City or at such other time as the City may request.
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C. Additional Assignments_ The Supplier further agrees to, and if applicable, cause each of its employees to,
execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments
which the City might reasonably deem necessary in order to apply for and obtain copyright protection,mask work
registration,trademark registration and/or protection,letters patent,or any similar rights in any and all countries and
in order to assign and convey to the City,its successors,assigns and nominees,the sole and exclusive right,title,and
interest in and to the deliverables. The Supplier's obligations to execute, acknowledge, and deliver(or cause to be
executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b.,
and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City
should not seek to obtain copyright protection, mask work registration or patent protection for any of the
deliverables, but should desire to keep the same secret, the Supplier agrees to treat the same as Confidential
Information under the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally
developed material unless otherwise specifically provided in the Contract.When material not originally developed is
included in a report in any form,the source shall be identified.
40. ADVERTISING:The Supplier shall not advertise or publish,without the City's prior consent,the fact that the
City has entered into the Contract,except to the extent required by law.
41. NO CONTINGENT FEES: The Supplier 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 Supplier for the purpose of securing business. For breach or violation of this warranty,the City
shall have the right,in addition to any other remedy available,to cancel the Contract without liability and to deduct
from any amounts owed to the Supplier, or otherwise recover, the full amount of such commission, percentage,
brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Supplier, cancel the Contract without liability if it is
determined by the City that gratuities were offered or given by the Supplier or any agent or representative of the
Supplier to any officer or employee of the City of Denton with a view toward securing the Contract or securing
favorable treatment with respect to the awarding or amending or the making of any determinations with respect to
the performing of such contract.In the event the Contract is canceled by the City pursuant to this provision,the City
shall be entitled, in addition to any other rights and remedies,to recover or withhold the amount of the cost incurred
by the Supplier in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS:No officer,employee,independent
consultant, or elected official of the City who is involved in the development, evaluation, or decision-malting
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 Supplier shall render the Contract voidable by the
City. The Supplier shall complete and submit the City's Conflict of Interest Questionnaire(Attachment B).
44. INDEPENDENT SUPPLIER: The Contract shall not be construed as creating an employer/employee
relationship,a partnership,or a joint venture.The Supplier's services shall be those of an independent supplier.The
Supplier agrees and understands that the Contract does not grant any rights or privileges established for employees
of the City of Denton,Texas for the purposes of income tax,withholding,social security taxes,vacation or sick leave
benefits,worker's compensation,or any other City employee benefit.The City shall not have supervision and control of
the Supplier or any employee of the Supplier, and it is expressly understood that Supplier shall perform the services
hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton,
Texas,or his designee under this agreement.
45. ASSIGNMENT-DELEGATION:The Contract shall be binding upon and ensure to the benefit of the City and
the Supplier 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 Supplier without the prior written consent of the City.
Any attempted assignment or delegation by the Supplier 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
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being the intention of the parties that there are no third party beneficiaries to the Contract.
46.WAIVER:No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a
waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in
writing signed by the aggrieved party. No waiver by either the Supplier or the City of any one or more events of
default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations
under the Contract,or an express or implied acceptance of any other existing or future default or defaults,whether of
a similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No
pre-printed or similar terms on any the Supplier invoice, order or other document shall have any force or effect to
change the terms,covenants,and conditions of the Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of
the terms of their agreement.No course of prior dealing between the parties or course of performance or usage of the
trade shall be relevant to supplement or explain any term used in the Contract_Although the Contract may have been
substantially drafted by one party,it is the intent of the parties that all provisions be construed in a manner to be fair
to both parties,reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall
control,unless otherwise defined in the Contract.
49.DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to
prosecuting a suit for damages.However,this section does not prohibit the filing of a lawsuit to toll the running of a
statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between
representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as
agreed by the parties. Each party shall include, at a minimum,one(1) senior level individual with decision-making
authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to
negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not
succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below.
Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed
directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the
parties may select,within thirty(30)calendar days,a mediator trained in mediation skills to assist with resolution of
the dispute.Should they choose this option;the City and the Supplier agree to act in good faith in the selection of the
mediator and to give consideration to qualified individuals nominated to act as mediator.Nothing in the Contract
prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a
contract interpretation expert. If the parties fail to agree on a mediator within thirty (30)calendar days of initiation
of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution
Program(DCAP).The parties agree to participate in mediation in good faith for up to thirty(30)calendar days from
the date of the first mediation session. The City and the Supplier will share the mediator's fees equally and the
parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to
represent them or otherwise assist them in the mediation.
50.JURISDICTION AND VENUE:The Contract is made under and shall be governed by the laws of the State of
Texas, including,when applicable,the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm.
Code,Chapter 1,excluding any rule or principle that would refer to and apply the substantive law of another state or
jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County,Texas and the
parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from
any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way
affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be
deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract
did not contain the particular portion or provision held to be void.The parties further agree to reform the Contract to
replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken
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provision. The provisions of this section shall not prevent this entire Contract from being void should a provision
which is the essence of the Contract be determined to be void.
52.HOLIDAYS:The following holidays are observed by the City
New Year's Day(observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve(observed)
Christmas Day(observed)
New Year's Day(observed)
If a Legal Holiday falls on Saturday,it will be observed on the preceding Friday.If a Legal Holiday falls on Sunday,
it will be observed on the following Monday. Normal hours of operation shall be between 8.00 am and 4:00 pm,
Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not
within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized
designee.
53.SURVIVABILITY OF OBLIGATIONS:All provisions of the Contract that impose continuing obligations on
the parties,including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall
survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended
or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By
accepting a Contract with the City,the Vendor certifies that its firm and its principals are not currently suspended or
debarred from doing business with the Federal Government, as indicated by the General Services Administration
List of Parties Excluded from Federal Procurement and Non-Procurement Programs,the State of Texas,or the City
of Denton.
55.EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory
employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or
national origin,be refused the benefits of or be otherwise subjected to discrimination under any activities resulting from
this RFQ.
B.Americans with Disabilities Act(ADA)Compliance:No Offeror,or Offeror's agent,shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56.BUY AMERICAN ACT-SUPPLIES(Applicable to certain federally funded requirements)
The following federally funded requirements are applicable, in addition to the specific federally funded
requirements.
A.Definitions.As used in this paragraph—
i."Component"means an article,material,or supply incorporated directly into an end product.
ii."Cost of components"means-
(1) For components purchased by the Supplier, the acquisition cost, including transportation costs to the place of
incorporation into the end product(whether or not such costs are paid to a domestic firm),and any applicable duty
(whether or not a duty-free entry certificate is issued);or
(2) For components manufactured by the Supplier, all costs associated with the manufacture of the component,
including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but
excluding profit.Cost of components does not include any costs associated with the manufacture of the end product.
iii. "Domestic end product" means-
(1)An unmanufactured end product mined or produced in the United States;or
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(2) An end product manufactured in the United States, if the cost of its components mined, produced, or
manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign
origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in
sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap
generated,collected,and prepared for processing in the United States is considered domestic.
iv."End product" means those articles,materials,and supplies to be acquired under the contract for public use.
v."Foreign end product"means an end product other than a domestic end product.
vi. United States" means the 50 States,the District of Columbia,and outlying areas.
B. The Buy American Act (41 U.S.C. l0a - 10d) provides a preference for domestic end products for supplies
acquired for use in the United States.
C.The City does not maintain a list of foreign articles that will be treated as domestic for this Contract;
but will consider for approval foreign articles as domestic for this product if the articles are on a list
approved by another Governmental Agency.The Offeror shall submit documentation with their Offer
demonstrating that the article is on an approved Governmental list.
D.The Supplier shall deliver only domestic end products except to the extent that it specified delivery of foreign end
products in the provision of the Solicitation entitled"Buy American Act Certificate".
57.RIGHT TO INFORMATION:The City of Denton reserves the right to use any and all information presented in
any response to this solicitation,whether amended or not, except as prohibited by law. Selection of rejection of the
submittal does not affect this right_
58.LICENSE FEES OR TAXES:Provided the solicitation requires an awarded supplier or supplier to be licensed by
the State of Texas,any and all fees and taxes are the responsibility of the supplier.
59. PREVAILING WAGE RATES: All suppliers will be required to comply with Provision 5159a of"Vernon's
Annotated Civil Statutes"of the State of Texas with respect to the payment of prevailing wage rates and prohibiting
discrimination in the employment practices.
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60.COMPLIANCE WITH ALL STATE,FEDERAL,AND LOCAL LAWS:The contractor or supplier shall
comply with all State,Federal,and Local laws and requirements.The Supplier must comply with all applicable laws
at all times,including,without limitation,the following:(i)§36.02 of the Texas Penal Code,which prohibits
bribery;(ii)§36.09 of the Texas Penal Code,which prohibits the offering or conferring of benefits to public
servants.The Supplier shall give all notices and comply with all laws and regulations applicable to furnishing and
performance of the Contract.
61.FEDERAL,STATE,AND LOCAL REQUIREMENTS: Supplier shall demonstrate on-site compliance with
the Federal Tax Reform Act of 1986,Section 1706,amending Section 530 of the Revenue Act of of 1978,dealing
with issuance of Form W-2's to common law employees.Supplier is responsible for both federal and State
unemployment insurance coverage and standard Worker's Compensation insurance coverage.Supplier shall ensure
compliance with all federal and State tax laws and withholding requirements.The City of Denton shall not be liable
to Supplier or its employees for any Unemployment or Workers'Compensation coverage,or federal or State
withholding requirements.Supplier shall indemnify the City of Benton and shall pay all costs,penalties,or losses
resulting from Supplier's omission or breach of this Section.
62.DRUG FREE WORKPLACE:The supplier shall comply with the applicable provisions of the Drug-Free
Work Place Act of 1988(Public Law 100-690,Title V,Subtitle D;41 U.S.C.701 ET SEQ.)and maintain a drug-
free work environment;and the final rule,government-wide requirements for drug-free work place(grants),issued
by the Office of Management and Budget and the Department of Defense(32 CFR Part 280,Subpart F)to
implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the supplier
shall comply with the relevant provisions thereof,including any amendments to the final rule that may hereafter be
issued.
63. SUPPLIER LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Supplier shall be liable
for all damages to government-owned, leased, or occupied property and equipment caused by the Supplier and its
employees,agents,subcontractors,and suppliers,including any delivery or cartage company,in connection with any
RF'P 5543
performance pursuant to the Contract.The Supplier shall notify the City of Denton Procurement Manager in writing
of any such damage within one(1)calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Supplier shall not be responsible for
performance under the Contract should it be prevented from performance by an act of war,order of legal authority,
act of God,or other unavoidable cause not attributable to the fault or negligence of the City of Denton.In the event
of an occurrence under this Section,the Supplier will be excused from any further performance or observance of the
requirements so affected for as long as such circumstances prevail and the Supplier continues to use commercially
reasonable efforts to recommence performance or observance whenever and to whatever extent possible without
delay. The Supplier shall immediately notify the City of Denton Procurement Manager by telephone (to be
confirmed in writing within five(5)calendar days of the inception of such occurrence)and describe at a reasonable
level of detail the circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract
will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either
Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit,impair,preclude,
cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the
Contract will not be construed as a waiver of any continuing or succeeding breach.
66.NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract
is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that
the City of Denton may.have by operation of law.
67. RECORDS RETENTION: The Supplier shall retain all financial records, supporting documents, statistical
records, and any other records or books relating to the performances called for in the Contract. The Supplier shall
retain all such records for a period of four(4)years after the expiration of the Contract, or until the CPA or State
Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The
Supplier shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State
Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds
being spent under the Contract.
RFP 5543
Exhibit C
CITY OF DENTON
RFP FOR SUPPLY OF ELECTRIC UTILITY OVERHEAD DISTRIBUTION CONDUCTOR
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ,
For vendor._or.other'p�son al it .:business with local a� !t ental t.h
g Y tll� S pNLY
This questionnaire reflects changes made to the law b H.B.1491,80th Leg.,Regular Session.
This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person Date
who has a business relationship as defined by Section 176.001(1-a)with a local governmental entity and the
person meets requirements under Section 176.006(a). .
By law this questionnaire must be filed with the records administrator of the local government entity not
than the 7th business day after the date the person becomes aware of facts that require the statement to b
See Section 176.006,local Government Code..
A person commits an offense if the person knowingly violates Section 176.006,Local tb,9erthft Code. An
offense.under..thss section_is a_Class C_misdemcaaor......
1
Name of person who has a business relationship with local governmental entity.
z
i-"I Check this box if you are tiling an update to a previously riled queshonnatrl
L ml (The law requires that you file an updated completed questionnaire with the rho. ty not later than the 7'h business day after the
date the originally filed questionnaire becomes incomplete 006 OW.) '
3 Name of local government officer with whom filer has an employment yr b x i
Name of t
This section,(item 3 including subparts A,B,C&D), completed for each officer with whom the filer has an employment or other business
relationship as defined by Section 176.001(1-a),Local ment Code. Attach additional pages to this Form CIQ as necessary,
A. Is the local government officer named in thiss' bti°ireceiving or likely to receive taxable income, other than investment income,from the
filer of the questionnaire?
Yes No
S. Is the filer of the questionnaire: or likely to receive taxable income,other than investment income,from or at the direction of the
local government officer named lri . a section AND the taxable income is not received from the local govemmental entity?
Yes O;No
C. is the filer of this questio re,employed by a corporation or other business entity with respect to which the local government officer
serves as an officer or. ;for,or hold--s a'�°°n ownership of 10 percent or more?
:}( t�.,.F.t.No
D. Describe-etc, I 'Grf or business relationship.
4
Signature of person doing business with the governmental entity Date
PAGE 46 OF RFP#5543
RFP 5543
Exhibit D
RFP 5543- Contract Pricing Sheet for SUPPLY OF ELECTRIC UTILITY OVERHEAD DISTRIBUTION
CONDUCTOR
Supplier HD Supply
Principal Place of Business Corinth,TX
Nehring, Nexans,
Manufacturer Proposed Southwire
Estimated
Item# GOD Stock# EST.ANNUAL UOM Product Description Unit Price Delivery ARO
(Days)
QTY
Wire,795 Bare Aluminum Conductor,Class AAC Code
1 280-16 120 30,000 name"Arbutus"on 5,000 ft.non-returnable reels $1.275 56
Wire,556.5 Bare Aluminum Conductor,Class AAC,Code
2 280-16-700 50,000 FT name"Mistletoe"on 5,000 ft.non-returnable reels $0.896 70
Wire,4/0 Bare Aluminum Conductor,Class AAC,Code
3 280-16-080 30,000 FT name"Oxlip"on 3,000 ft.non-returnable reels $0.344 70
Wire,2/0 Bare Aluminum Conductor,Class AAC,Code
4 280-16-050 3,000 FT name"Aster"on 3,000 ft.non-returnable reels $0.245 56
Wire,795 Bare Aluminum Conductor,Class ACSR,Code
5 N/A 5,000 FT name"Drake"on 5,000 ft.non-returnable reels $1.358 56
Wire,4/0 Bare Aluminum Conductor,Class ACSR,Code
6 280-16-100 5,000 FT name"Penguin"on 5,000 ft.non-returnable reels $0.436 7
Wire,#2 Bare Aluminum Conductor,Class ACSR,Code
7 280-16-000 30,000 FT name"Sparate"on 5,000 ft.non-returnable reels $0.168 7
Wire,4/0-4/0-4/0-4/0 AL,600V XLP,19 Strand, ACSR,
8 280-35-140 2,000 FT Code name"Appaloosa"on 1,000 ft.reels $1.982 7
Wire,4/0-4/0-4/0 AL,600 XLP,19 Strand,ACSR,Code
9 280-35-080 2,000 FT name"Zuzara"on 1,000 ft.reels $1.536 7
Wire,2/0-2/0-2/0-2/0 AL,600V XLP,ACSR,Code name
10 280-35-120 3,000 FT "Grullo"on 1500 ft.reels $1.300 7
Wire,2/0-2/0-2/0-AL,600V XLP,19 Strand,ACSR Code
11 280-35-060 6,000 FT name"Runcina"on 1,500 ft.reels) $1.013 7
Wire,#2-#-##2-#2-#2 AL,600V XLP,7 Strand,Code name
12 280-35-100 5,400 FT ,Palomino"on 1800 ft.coils $0-810 7
Wire,#2-#2-#2 AL,600V XLP,7 Strand,Code name
13 280-35-020 30,000 FT "Conch"on 500 ft.coils $0.580 7
Wire,#4-#4 AL,600V XLP,7 Strand,Code name"Terrier"
14 280-35-000 6,000 FT on 500 ft.coils $0317 70
Wire, 1758.6 Bare Aluminum Conductor, Class
15 N/A 5,gg0 FT ACSS/TW, Code name "Pee Dee" on 5,000
standard returnable steel reels (SOUTHWIRE
$3.200 112
ONLY)
16 28016160 200 SPOOL WIRE,CU#2 COPPER SD BARE,7 Strand,25#or 125'spool $101.575 7
17 28016500 10 SPOOL WIRE,AL#6 SOFT TIE,25#spool $54.000 7
WIRE,CU#6 SOFT TIE SOLID,Soft Drawn,Bare Copper.
1$ 28016550 20 SPOOL 25#spool or 315'/spool $101.875 7
19 28016600 10 SPOOL WIRE,CU#6 HARD DRAWN,25#spool $101.875 1 10
20 28040000 75 REEL IWIRE,GUY 3/8"GALV EHS, ASTM-A475,250'coil $79.000 7
RFP 5543
Exhibit D
RFP 5543- Contract Pricing Sheet#or SUPPLY OF ELECTRIC UTILITY OVERHEAD DISTRIBUTION
CONDUCTOR
Supplier HD Supply
Principal Place of Business Corinth,TX
Nehring, Nexans,
Manufacturer Proposed Southwire
Estimated
Item# COD Stock# EST.
ANNUAL 0UM Product Description Unit Price Delivery ARO
(Days)
QTY
21 28040005 5,000 FT WIRE,GUY 3/8"GALV EHS, ASTM-A475,5000'PER REEL $0.350 28
23 28024345 3,000 FT WIRE,500 CU BARE SOFT DRAWN,500' reef $6.146 10
24 28016175 3,000 FT WIRE,CU 4/0 COPPER SD BARE,7 strand,3,000'per reel $2.611 10
RFP 5643
Exhibit D
_ SUPPLY
F�
POWIR SOLUTIONS
2800 Quaff Run Dr,Ste.100,Corinth,TX 76208
RFP#5543 — Supply of Electric Utility Overhead Distribution Conductor
Inside Sales
Scott Price
(940)270-7243
david.price @hdsunplv.com
Outside Sales
Jason Leake
(940)755-4255
'ason.leake hdsu i .com
District Sales Manager
Daniel Brown
(806)549-7681
daniel.brown hdsu pply.co m
RFP 5543
Exhibit D
HOUSUPPLY
POWER SOLUTIONS
2800 Quail Run Dr,Ste.100,Corinth,TX 76208
To Whom It May Concern:
HD Supply is glad to submit a bid in response to RFP#5543—Supply of Electric Utility Overhead
Distribution Conductor.Our experience in the utility distribution market dates all the way back to our
company roots with Temple, Inc,which has operated as a full-ling distributor in the State of Texas since
1953.We stock and supply overhead distribution cable,and have over 60 years of experience handling
blankets and alliance agreements.We acknowledge the approved manufacturer list and agree to
provide cable in compliance with the bid request.
In addition to our vast experience,we feel that we would be an exceptional choice to serve as the City of
Denton's cable distributor given our close proximity to the central warehouse.The contract will be
handled out of our Corinth,TX facility, placing us just ten miles from the City of Denton warehouse
location.We have employees on call at all times to respond in the event of emergencies,and have a
commitment to ensuring that your needs are exceeded.
We look forward to conducting business with the City of Denton for years to come:.
tRespectfully,
Signature on File
Daniel Brovtn
District Sales Manager
RFP 5543
Exhibit D
Corporations section - Narldita Berry
P.O.Box 13697 Secretary of State
Austin,Texas 79711-3697
Office of the Secretary of State
Certificate of Fact
The undersigned, as Secretary of State of Texas,does hereby certify that the document,Registration of
Limited partnership for M Supply power Solutions,Ltd.(file number 800429789),a FLORIDA,
USA,Foreign Limited partnership,was filed"in this office on December 22,2004.
It is further certified that the entity status in Texas is in existence.
In testimony whereof,I have hereunto signed my name
officially and caused to be impressed hereon the Seal of
State at qty office in Austin,Texas on May 23,2014.
Signature on File
Nandita B
Secretary of State
Come visit us on the internet at http://www.sos.state.tx'.us/
Phone;(512)463-5555 Fax:(512)463-5709 Dial:7-1-1 for May Services
Prepared by:SOS-WEB TID: 10264 Document:546003720004
RFP 5543
Exhibit D
04 General Cable Director t Smith
Sal
lrecto r o#Sales, Electric Utility
Western Region
May 27, 2014
i
Daniel Brown
HD Supply Power Solutions
2800 Quail Run
Corinth, TX 76208
Dear Daniel:
Please accept this letter as confirmation that HD Supply Power Solutions is an Authorized
Channel Partner for General Cable Utility Products in the fallowing Western Region
territories:
Alaska
Arizona "
California
Montana
Nevada
Oklahoma
Oregon
Texas
Utah
Washington
Wyoming
Please do not hesitate to contact me regarding any questions or concerns.
Sincerely,
gSignature on File
Nil
Dan W. tZl
330 River Trail Place
Santee,CA 92071
tel+1 61$_204.5781
www.generatcable.com
RFP 5543
Exhibit D
Utility Sales Agents
of North Texas, Inc. E3-rxa�Ega¢ment
�� _, #?epresentatmmsP saiaYon
12200 Ford Road,Suite 110
Dallas,Texas 75234
972 f 243-0977
Fax 972/243-4579
To Whom It May Concern
As the manufacturer's representative for Nehring Electric Works in the state of Texas,Utility Sales
Agents of North Texas authorizes HD Supply in Corinth TX as a valued distributor for Nehring Electrical
Works. HD Supply has complete authorization to promote and sell all Nehring products in Texas.
Best Regards,.
Signature on File
USA of North TX
Representing Nehring Electrical Works
E
1
www.utilitysalesagents.corn
RFP 5543
Exhibit D
E
•
May 22,2414
H D Supply Power Solutions
2880 Quail Run Drive,Ste.100
Corinth,TX 76208
REF:Authorized Distributor
This letter is written to confirm that HD Supply is an authorized distributor for Southwire for providing
wire and cable products in Texas.
Please let us know if additional information s required.
1 /* .. t
Signature on File
ddie Stewart
Vice President,Energy Sales
Central Region
Exhibit D
E
E'
JVe; X-11 a .n,: ,s'.
To Whom it may concern...
HD Supply Utilities is an authorized distributor of Hexans Energy USA inc. in the state
of Texas.
If you have any questions; please contact me at 905-944-4393 or
barbara.hinnecke_@ nextins.com:
i
Sincerely,
Signature on File
Barbara Hfnnecke
Sr. Marketing Analyst
Nexans Energy USA lnc.
905-944-4393
B-arbam.hinnecke@nexans.com
X31
25 Oai.:and °,'tip. Cllh.saws NY i>,)l Ez
RFP 5543
Exhibit D
CITY OF DENTON
RFP FOR SUPPLY OF ELECTRIC UTILITY OVERHEAD DISTRIBUTION CONDUCTOR
MMMMMM
BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS
1. Contractor Name: 7�
2. Address(Principal Place of Business): 1?S? /9 4 eot
1 Down yo y have an tab is l P113 �Iay ence;ia O �.of Text,,or�a�Ctt3r
4. Tax Payer ID#: a21P -- t9/006 5�
S. Email Address of Primary contact: Ql 'j,t.price
5. Website Address: 4)0k).M5,olP
7. Telephone: ,Fe1 o).2 70'-7ao
S. Fax:
9. Other Locations: �&MgvckI Fl.A�Y)P4
r !M lid s PW 77 IIJ aka.
l p. Class:
Individual
Corporation
Association
11. Date Established:
12. Former Business Name:AjA0 SzWly iii serve,�riG-,' �,�sfe, f� •
13. Date of Dissolution: .?v07 - ���- IOU4-4-4 sc
14. Subsidiary of / $ �
15, Historically Underutilized Business: Yes o( . ?
16. Principals and Officers: IfUAe
Please detail responsibilities with the name of each principal or officer.
PAGE 41 OF RFP#5543
RFP 5543
Exhibit D
CITY OF DENTON
RFP FOR SUPPLY OF ELECTRIC UTILITY OVERHEAD DISTRIBUTION CONDUCTOR
17. Key Personnel and Responsibilities:
Please detail responsibilities with the name of each key personnel.
18. Number of Personnel by Discipline: ZJ17175e,% '
Discipline Number of Staff /1/0 t) ##Licensed or Certified
19. Services Provided by Contractor:
a. Please provide a detailed listing of all services that your company provides.
b. Please detail your prior experience worldng on similar projects with Texas governmental
entities.
c. Please detail your similar services provided over the past two(2)years.
d. Detail documented proof of at least three(3)projects in the past two(2)years.
e. Please detail these services,including,the nature of the services provided,the scope of the
activities,the organizations for which the services were provided,the dates of the projects,
and the documented benefit to the governmental entity.
20. Has your company filed or been named in any litigation involving your company and the
Owner on a contract within the last five years under your current company name or any
other company name?If so provide details of the issues and resolution if available. Include
lawsuits where Owner was involved. AJv
21. Please provide at least(3)three references (preferably municipalities) and contract
amounts. Include project description,contact names,position, and organization name and
telephone number for each reference listed. See attachment F. A ,!
22. Have you ever defaulted on or failed to complete a contract under your current company
name or any other company name?If so, where and why?Give name and telephone number
of Owner. /Vo
23. Have you ever had a contract terminated by the Owner?If so,where and why? Give name
and telephone number(s)of Owner(s). X)n
24. Has your company implemented an Employee Health and Safety Program compliant with 29
CFR 1910"General Industry Standards"and/or 29 CFR 1926"General Construction
Standards"as they apply to your Company's customary activities'?
w/ tvw o hay 'a is sha =e was year f rm ddb STAID 1a t
level--i&kvel--i&p ke value=1926
25. Resident Ni on--Resident Bidder Determination:
Texas Government Code Section 2252.002:Non-resident bidders. Texas law prohibits cities
and other governmental units from awarding contracts to a non-resident firm unless the
amount of such a bid is lower than the lowest bid by a Texas resident by the amount the
PAGE 42 OF RFP#5543
RFP 5543
Exhibit D
Services Provided by HD Supply(Response to 19 on Business Overview)
HD Supply Power Solutions is a full-line electrical utilities stocking distributor,specializing in low,
medium and high voltage equipment. HD Supply also offers turnkey automation solutions and
employees two electrical engineers out of our Corinth,TX office.
HD Supply has managed several annual blankets for the City of Denton in the past,to include fault
indicators and Burndy splices and lugs.In addition to the City of Denton, HD Supply has handled similar
annual blankets for City Public Service in San Antonio and Lubbock Power and Light in Lubbock. For
those two cities we have managed numerous transformer, pole,wire,hardware and automation
blankets and projects.
We currently manage the following blankets and agreements:
CPS—Transformers and miscellaneous hardware items
City of Lubbock—Steel poles,S&C Reclosers and metering equipment
City of San Augustine-Ali automation and metering set needs on demand,with delivery within 48 hours
CoSery Electric(co-op)—On-site alliance partner,provide all daily materials and special equipment
Sharyland Utilities—On-site alliance partner, provide all daily materials and special equipment
Lamar Electric-On-site alliance partner,provide all daily materials and special equipment
Bird Electric(contractor)-On-site alliance partner,provide all daily materials and special equipment
Centerpoint Energy—On-site alliance partner,sole-source distribution
Oncor Energy—On-site alliance partner,manage materials and warehouse logistics
City of Brownfield—Daily material bids and tool blankets
Additional experience information and references are available upon request.
Signature on File
Daniel Brown
District Sales Manager
PFP 5543
Exhibit D
CITY OF DENTON
RFP FOR SUPPLY OF ELECTRIC UTILITY OVERHEAD DISTRIBUTION CONDUCTOR
Texas resident would be required to underbid in the nor-resident bidders' state. In order to
make this determination,please provide the name, address and phone number of:
a. Proposing firms principle place of business: 2100. yte
C1Pr1nn,7X
b. Company's majority owner principle place of business:
A4
c. Ultimate Parent Company's principle place of business:
S1s0 Cto*4rr 1Ans01 �✓
PAGE 43 OF RFP#5543
RFP 5543
Exhibit D
CITY OF DENTON
RFP FOR SUPPLY OF ELECTRIC UTILITY OVERHEAD DISTRIBUTION CONDUCTOR
PROPOSAL EXCEPTIONS
Any exceptions taken to this RFP must be Iisted on the lines below. If there are no exceptions,please sign where
indicated at the bottom of the page.
Item# Description
IN
> " - .
Signature on File
pzx? y bite .. .
No Exceptions taken to this RFP.
.. ..
Signature Company Date
PAGE 44 OF RFP#5543
RFP 5543
CITY OPB�WTON
RFP FOR SUPPLY OF ELECTRIC UTILITY OVERHEAD DISTRIBUTION CONDUCTOR
DISADVANTAGED BUSINESS UI`ILIZATION
The City of Denton will ensure that purchases of equipment,materials,supplies, and/or services: iril Q.
with Texas Local Government Code 252.0215, in regards to competitive requirements in relay
Disadvantaged Business Enterprises (DBE). The City will ensure that all procurement opportunty _<are
cost effective, and contributable to the competitiveness of the City, and its customers. All ro ..
activities will be conducted in an open and fair manner with equal opportunity provided for' qualified
parties. The City of Denton will provide equal contracting opportunities as bvide State and
Federal law to small business enterprises, Historically Underutilized Businesses, Disadvantaged
Business Enterprises. The City of Denton encourages all awarded Contractors to qualification as a
DBE and/or utilize DBE's as sub-contractors, where feasible, to meet overall intent of the
legislation.
Disadvantaged Business Enterprises (DBE I: are encouraged top ak. in the City of Denton's
procurement process, The Purchasing Department will vide,, vial clarification of specifications,
assistance with Proposal Forms, and further explanation of proca, to those DBEs who
request it. Representatives from DBE companies should identr s as such and submit a copy
of the Certification. The City recognizes the .k� 9 < t tate of Texas Building and
Procurement Commission HUB Program.. All co m Ile$ information concerning DBE
certification are urged to contact.
State of Texas HUB Program—TPASS Div'
PO Box 13047,Austin,TX 78711-3047
(512)463-5872 or(888) 863-5881 or wind6 �state.t m/b r arer o'/hub/'
Instructions'. If your company is already edx attach a copy of your certification to this form and
return with the submission. If your corn ;; y is not already certified, and could be considered as meeting
certification requirements, please use e web fink to obtain such. If you are submitting a response and
plan to utilize DBE's, then use the below to identify the business and include the business HUB
certification.
COMPANY NAME
REPRESENTATIVE:
ADDRESS:
CITY, STATE,
M MON O. FAX NO .
Indicate :',I that apply:
Minority-Owned Business Enterprise
Women-Owned Business Enterprise
Disadvantaged Business Enterprise
PAGE 47 OF RFP#5543
RFP 5543
Exhibit D
CITY OF DENTON
RFP FOR SUPPLY OF ELECTRIC UTILITY OVERHEAD DISTRIBUTION CONDUCTOR
AeKTOM EDGEMENT
THE STATE OF TEXAS
COUNTY OF DENTON
The undersigned agrees this RFP becomes the property of the City of Denton after the official opening.
The undersigned affirms he has familiarized himself with the local conditions under which the work is to be
performed;satisfied himself of the conditions of delivery,handling and storage of equipment and all other matters
that may be incidental to the work,before submitting a proposal.
The undersigned agrees, if this proposal is accepted, to furnish any and all items/services upon which prices are
offered,at the price(s)and upon the terms and conditions contained in the Specifications. The period for acceptance
of this Proposal will be ninety(90)calendar days unless a different period is noted_
The undersigned affirms that they are duly authorized to execute this contract,that this RFP has not been prepared in
collusion with any other Bidder,nor any employee of the City of Denton,and that the contents of this RFP have not
been communicated to any other proposer or to any employee of the City of Denton prior to the official opening of
this bid.
Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise
under the antitrust laws of the United States, 15 USCA Section 1 et sea.,and which arise under the antitrust laws of
the State of Texas,Tex.Bus.&Com.Code,Section 15.0 1,et se .
The undersigned affirms that they have read and do understand the specifications and any attachments contained in
this RFP package.
The undersigned agrees that the RFP posted on the website are the official specifications and shall not alter the
electronic copy of the specifications and/or pricing sheet(Exhibit 1),without clearly identifying changes.
The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at:
hllp://www.cilyofdentoii.com/iiidex.aspx?pa e=397 to ensure they have downloaded and signed all addendum(s)
required for submission with their proposal.
Should a conflict arise between the PO, supplier terms, or contract; the terms and conditions set forth in this RFP
shall prevail.
I certify that 1 have made no willful misrepresentations in this Proposal Submission,nor have l withheld information
in my statements and answers to questions. 1 am aware that the information given by me in this proposal will be
investigated, with my full permission, and that any misrepresentations or omissions may cause my proposal to be
rej ected.
NAME AND ADDRESS OF COMPANY: AVTK0JW P ° TAT1VE:
r SignatureSlgnature on File
Date 41..-.1p/_
�S'tti Dc?
Name..
ba�irf Title
Tel.No. _ Fax No... 1': _
Email. a �ft1. 1.•caw,
PAGE 50 OF RFP#5543
RFP 5543