5775- Overhead Distribution Pole Line Hardware- Transmission Line Under Build-Award_Ordinance_Pricing CITY
OF
DENTON
MATERIALS MANAGEMENT DIVISION 901-13 TEXAS STREET • DENTON,TEXAS 76209
(940) 349-7100 • FAX(940) 349-7302
August 11, 2015
Daniel Brown
HD Supply
2800 Quail Run Dr., Suite 100
Corinth,TX 76208
David.price @hdsupply.com (Scott)
Daniel.brown @hdsuopply.com
Ref: RFP 5775—Electric Utility Overhead Distribution Pole Line Hardware for Transmission Line Under
Build
Dear Mr. Brown:
As of July 21, 2015,the City Council of the City of Denton approved the above referenced RFP to your
company, HD Supply.
Enclosed, please find the signed original agreement for your records.
Thank you for your interest in the City of Denton.
ReWds,
Signature on File
Karen Smith
Assistant Purchasing Manager
cc: RFP 5775
KS/ilb
"Dedicated to Quality Service"
www.cityofdenton.com
ORIGINAL
CONTRACT BY AND BETWEEN
CITY OF DENTON,TEXAS AND HD SUPPLY
(RFP 5775)
THIS CONTRACT is made and entered into this date 21015 by
and 'between HD Supply, a partnership, whose address is 280 Qu it Run D Site 100,
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 # 5775 Electric Utility
Overhead Distribution Pole Line Hardware for Transmission Line Under Build, 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 5775 (Exhibit "B" on file at the office of the Purchasing
Agent);
(c) City of Denton Standard Terms and Conditions (Exhibit"C");
(d) 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."
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y
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in"
the year and day first above written.
SUPPLIER 7�
BY: Signature on File
AUTH Z S ATURE
Date:r pie 9 pM15
Name: !
Title: S7h/Cl" fGES
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PHONE NUMBER
��6)6 17-WSS
FAX NUMBER
CITY OF DENTON,TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY BY: _Signature on File
GEORGL v_..c-uva■____1 --
BY: CSignature on File_ Date: z�
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APPROVED AS TO LEGAL FORM:
ANITA BURGESS,CITY ATTORNEY
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BY: Signature on File
RFP 5775
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 Changes 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
dentonpurchasing gcityofdenton.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(6)months.
Price Escalation and De-escalation
Prices for the commodities described must be firm for a period of one year from date of contract
award. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau
of Labor Statistics, Producer Price Index (PPI) for other electrical equipment manufacturing
(PCU33593359). The price will be increased or decreased based upon the annual percentage
change in the PPI. The maximum escalation will not exceed+/- 8% for any individual year. The
escalation will be determined annually at the renewal date. Should the PPI change exceed a
minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in
accordance with the PPI change not to exceed the 8% limit per year. The supplier should
provide documentation as percentage of each cost associated with the unit prices quoted for
consideration.
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must
also provide supporting documentation as justification for the request.
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Upon receipt of such request,the City of Denton reserves the right to either: accept the escalation
as competitive with the general market price at the time,and become effective upon the renewal
date of the contract award or reject the increases within 30 calendar days after receipt of a
properly submitted request. If a properly submitted increase is rejected, the Contractor may
request cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued.
Pre-price increase prices must be honored on orders dated up to the official date of the City of
Denton approval and/or cancellation.
The request can be sent by e-mail to: purchasingkcityofdenton.com noting the solicitation
number.
The City of Denton reserves the right to accept,reject, or negotiate the proposed price changes.
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 C
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 contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or
Buyer and the Seller or respondent herein after referred to as Contractor or 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 seller'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.
The Contractor 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, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 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. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor'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. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor 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 Contractor'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 Contractor 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 Contractor 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
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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 Contractor'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 Contractor's, or the Contractor's Subcontractor's, facilities, or
the deliverables at the Contractor's, or the Contractor's Subcontractor's,premises, the Contractor
shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and
assistance to the City to facilitate such inspection.
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 Contractor shall not
have the right to substitute a conforming tender; provided, where the time for performance has
not yet expired, the Contractor 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 Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance with and subject to the
applicable security laws, rules, and regulations. The Contractor 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 Contractor's obligations under the contract. The
Contractor 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.
The contractor shall, at all times, exercise reasonable precautions for the safety of their
employees, City Staff,participants and others on or near the City's facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, 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
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substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the j ob.
C. If the City or the City's representative notifies the Contractor 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
Contractor 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 Contractor 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 Contractor, 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 Contractor
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 Contractor's
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all 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 Contractor 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 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 Contractor'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 Contractor'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 Contractor 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.
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The City will furnish a tax 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 Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of-
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims,which are not covered by the insurance which the Contractor is
required to
provide, are filed or reasonable evidence indicating probable filing of such claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City's agents, employees or contractors,
which is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor's obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or liquidated damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with
all required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
E. Notice is hereby given 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 Contractor 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 Contractor. The City shall provide the
Contractor written notice of the failure of the City to make an adequate Appropriation for any
fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to
an amount insufficient to permit the City to pay its obligations under the Contract. In the event of
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 Contractor, unless otherwise stated in the contract terms. During the
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term of this contract, the contractor shall bill and the City shall reimburse contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities whall not be reimbursed; unless otherwise
negotiated.
15.FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE
Compliance Report to the Purchasing Manager no dater than the 15th calendar day after
completion of all work under the contract. Final payment, retainage, or both may be withheld if
the Contractor is not in compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or
the terms of any warranty specified herein, (4) arising from the Contractor's continuing
obligations under the Contract, including but not limited to indemnity and warranty obligations,
or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor
against the City other than those previously asserted in writing and not yet settled.
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 Contractor for
the purpose of filling this order, such special tooling equipment and any process sheets related
thereto shall become the property of the City and shall be identified by the Contractor as such.
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 Contractor 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 Contractor 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 1% 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 Contractor 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
"books", "documents"
terms 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 Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the
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Contractor shall comply with all requirements approved by the City. The Contractor shall not
initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor
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
•waiver of any rights or remedies of the City with respect to defective deliverables provided by
• Subcontractor. If a Plan has been approved, the Contractor 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 Contractor by a Subcontractor shall be pursuant to a written contract
between the Contractor 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 Contractor. 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 Contractor in sufficient
time to enable the Contractor 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 Contractor, 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 Contractor is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor'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 Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor not later than ten(10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's
current prices on orders by others for like deliverables under similar terms of purchase.
B. The Contractor 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
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's
current prices on orders by others for like deliverables under similar terms of purchase.
20. WARRANTY — TITLE: The Contractor 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
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liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the
City harmless from and against all adverse title claims to the deliverables.
21. WARRANTY DELIVERABLES: The Contractor 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 Contractor, 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 Contractor 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
Contractor 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
Contractor. The City shall endeavor to give the Contractor 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 Contractor 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
Contractor, and purchase conforming deliverables from other sources. In such event, the
Contractor 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 Contractor is not the" manufacturer, and the deliverables are covered by,a separate
manufacturer's warranty, the Contractor 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 Contractor 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 Contractor 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 Contractor 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.
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 Contractor 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 Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
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of the breach warranty, but failure to give timely notice shall not impair the City's rights under
this section.
C. If the Contractor 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
Contractor, and purchase conforming services from other sources. In such event, the Contractor
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 Contractor 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
Contractor.
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 Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.
Upon notification, the Contractor will cease all work until notified by the City that the violation
or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by
the City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails
to fully, timely and faithfully perform any of its material obligations under the Contract,(b) fails
to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or
seeks relief under the bankruptcy laws of the United States or (d) makes a material
misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted
by the Contractor to the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, 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 Contractor, 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 Contractor'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
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Contractor, the City may remove the Contractor from the City's vendor list for three (3) years
and any Offer submitted by the Contractor 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 Contractor shall promptly cease all further
work pursuant to the Contract, with such exceptions, if any, specified in the notice of
termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise
legally available for such purposes, for all goods delivered and services performed and
obligations incurred prior to the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or
deliverable required to be submitted by the Contractor to the City shall be grounds for the
termination of the Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor
if the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment within 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 Contractor 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 God,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 Contractor, 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 Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include
the sale of defective or non-conforming deliverables, negligence, willful misconduct or a
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breach of any legally imposed strict liability standard.
B. THE CONTRACTOR 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 CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (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 Appendix A for services only. 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 Contractor 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 Contractor 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 Contractor 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 Contractor 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 Contractor hereunder and shall not be
construed to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.
v. The Contractor'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
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901 B 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 Contractor, shall be considered primary
coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the
Contractor 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 Contractor:
xi. The Contractor 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 Contractor 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 Contractor 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
Contractor.
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 Contractor which
arises under or concerns the Contract, or which could have a material adverse affect on the
Contractor's ability to perform thereunder,the Contractor shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor. 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 Hall, 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
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a
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 Contractor shall be sent to
the address specified in the Contractor'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.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public
Information Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title
to the deliverables and (ii) the deliverables supplied by the Contractor 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 Contractor does not know of any valid basis for any such claims. The
Contractor 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 Contractor's breach of any of Contractor'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, Contractor agrees that the City's specifications regarding the deliverables shall in no
way diminish Contractor'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 Contractor.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor 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"). Contractor 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 Contractor (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 Contractor promptly notifies the City before disclosing such
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information so as to permit the City reasonable time to seek an appropriate protective order. The
Contractor agrees to use protective measures no less stringent than the Contractor 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 DELIVERABLES: 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 Contractor
agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor 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 copyrightable subject matter, the Contractor
agrees that upon their creation, such deliverables shall be considered as work made-for-hire by
the Contractor 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 law, such deliverables nat.be considered works made-for-
hire, the Contractor 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-for-hire, the Contractor 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.
C. Additional Assignments. The Contractor 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 Contractor'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 Contractor 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 Contractor shall not advertise or publish, without the City's prior
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consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of
bona fide established commercial or selling agencies maintained by the Contractor for the
purpose of securing business. For breach or violation of this warranty, the City shall have the
right, in addition to any other remedy available, to cancel the Contract without liability and to
deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such
commission,percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract
without liability if it is determined by the City that gratuities were offered or given by the
Contractor or any agent or representative of the Contractor to any officer or employee of the City
of 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 Contractor 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-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of
Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City 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 Contractor or any employee of the Contractor, and it is expressly understood that
Contractor 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. The contractor is expressly free to advertise and perform services for other parties while
performing services for the City.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City. Any attempted
assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity
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not a party hereto; it 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 Contractor or the City of any one or more events of default by the other
party shall operate as, or be construed to be, a permanent waiver of any rights or obligations
under the Contract, or an express or implied acceptance of any other existing or future default or
defaults, whether of a similar or different character.
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 Contractor 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 Contractor 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
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mediation session. The City and the Contractor will share the mediator's fees equally and the
parties will bear their own costs of participation such as fees for any consultants or attorneys they
may utilize to represent them or otherwise assist them in the mediation.
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 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
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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. 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 Contractor, 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 Contractor, 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
(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. 1Oa l Od) 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
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list.
D. The Contractor 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 contract, 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 contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
respondent.
59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Determination at
htip://www.dol.gov/whd/contracts/dbra.htin and at the Wage Determinations website
www.wdol.gov for Denton County, Texas(WD-2509).
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
Respondent 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
Respondent 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: Respondent 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. Respondent is responsible for both federal and State unemployment insurance
coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure
compliance with all federal and State tax laws and withholding requirements. The City of Denton
shall not be liable to Respondent or its employees for any Unemployment or Workers'
Compensation coverage, or federal or State withholding requirements. Contractor shall
indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from
Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor 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 contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may
hereafter be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property
RFP 5775
F
j
and equipment caused by the Respondent and its employees, agents, subcontractors, and
suppliers, including any delivery or cartage company, in connection with any performance
pursuant to the Contract. The Respondent 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 Respondent 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
Respondent will be excused from any further performance or observance of the requirements so'
affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent 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 Respondent 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 Respondent 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 Respondent 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.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract
shall take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFPBid documents
3. City's standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
RFP 5775
Exhibit D
k-mi!u0
2800 Quail Run ter,Ste.100,Corinth,TX 76208
www hdsup-plyaowersolutions.cont
RFP#5775 — Supply of Electric Utility Overhead Distribution Pule dine
Hardware for Transmission Line Under Build for the City of Denton
inside sales
Scott Price
(940)270-724
davicl.price@hdsugply.com
Outside Sales
:Jason heake
(940)765-4255
iason leake @hdsupuly.com
District Sales Manager
Daniel Brown
(806)549-7682
darnel brown@hdsVpply.cam
Exhibit D
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Exhibit DID, UPP16V
POWER Q tm*tad
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#5775—Supply of Electric Utility Overhead
Distribution Pole tine Hardware for Transmission Line Under Build for the City of Denton.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-line distributor in the State of Texas since 1953.We stock and supply
distribution and transmission material, and have over 60 years of experience handling blankets and
alliance agreements.
In addition to our vast experience,we feel that we would be an exceptional choice to serve as the City of
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.
Ve r spectfuljy,
Signature on File
Daniefi3rown
District Sales Manager
Exhibit D
City of Denton
RFP for Supply of Electric utility Overhead Distribution Pole Line Hardware for Transmission Line Udder Build
SOLICITATION CHECKLIST
Check
when Task to be Completed by Respondent
Completed
Exhibit l —Pricing sheet
Review Exhibit 2—General Provisions and Terms and Conditions
Review Exhibit 3—Scope e of Work/Technical Specifications
Review Exhibit 4—Technical Drawings and Plans(if applicable)
Submission of Exhibit 5—FTP Site'Form(if a licable
Review Exhibit 6—:Federal Grant Re uiretnents if a livable
Cover sheet
Solicitation number
Solicitation name
Finn name
Firm address
Contaet name
Contact phnne,
Contact fax
Website address
Contact email address
Solicitation Checklist
Attachment A-Business Overvim,Questionnaire
',,. Document how firm meets minimum qualifications Section 3)
Detail to support evaluation criteria
Attachment B—Exception Forth
N A , Attachment C-Safe r Record Questionnaire(if.a, livable
Attachment D-Reference Form
Attachment E-Conflict of Interest Questionnaire Form-with signature
Attachment F. Acknowled meet
Y Acknowledgment of Addenda
Submission signed by authorized officer, in the order specified below
Hard Cop„ SubAn� s ran: If submitting a l and cop},the City,requires one(l)original grid
N l three(3)copies,with the pricing sheet submitted electronically in excel or entailed in excel
to Ebid%Qci nfdentojn-corn with the RFP#and name in the subject line.
.Electronic Submission: if submitting,an electronic proposal only,email to
Ehids, cilr�q@f nton.cc�with the RFP##and name in the subject line.The pricing sheet
(Exhibit l)must be in excel format
Submit response, with tabs marl ding each. section, in the following order:
Order for Document
Submission
l Cover Sheet
2 Pricina Sheet—Exhibit 1
3 Solicitation Checklist
4 Attachment A-Business Overview Questionnaire
5 Attachment B—Exec t'on Form
6 Attachment.C—Safe Record Questionnaire(if a pplicable)
7 Attachment D—Reference Force
& Attachment E—Conflict of Questionnaire Force
9 Attachment F-Acinowlednment
RFP 5775-Main Document Page 13 of 18
Exhibit D
Cite of Denton
RFP for Supply of Electric Utility Overhead Distribution Pole Line Hardware for Transmission Line Under Build
XTXX"MKNXWBUSINESS OVERVIEW QUESTIONNAIRE,AND FORMS
1. Contractor Legal blame(for contracting purposes) HD Supply
2. Subsidiary of N/A
3. Organization Class(circle):
artnershi Corporation Individual Association
4. Tax Paver ID#: 26-0100651,
5. Date Established: 1953—Temple, Inc.
6. Historically Underutilized Business: Yes C>
7. Does your any have an established physical,presence in the State of Texas,or the City of
Dentc Q'esA No,in which?Texas--Corinth,'TX; White Carp branch
operating within the city limits of Denton,TX as well.
8. Please provide a detailed listing of all products and/or services that your company provides.
HD Supply is a full-line electrical utility distributor. We offer the
following services in addition to our vast inventory: automation
engineering, lay-down yards,job-site trailers, consignment yards; kitting
and storm response.
Has your company filed or been gamed 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. No
10. 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. No
11. Have you ever had a contract terminated by the Omer? if so, where and why? Give name
and telephone number(s)of Owner(s). No
12. 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? N/A; safety program
and training to exceed OSHA standards.
litlp:.' >rr.oslla.cov/plsloshaebiov�°asrch.search fortn z`?l dock tv)e STI�II �ROS&p toe
level- 1&p kevvaluc=192
R.FP 5775-Main Document Page 12 of 18
Exhibit D
City of Denton
RFP for Supply of Electric Utility Overhead Distribution Pole Line Hardware for Transmission Line Under Build
0. Resident/Non-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
Texas resident would be required to underbid in the non-resident bidders' state. In order to
male this determination,please provide the name address and phone number of:
a. Responding firms principle place of business:
2800 Quail Run Dr, Ste 100
Corinth,T.X'76208;
b. Company's majority owner principle dace of business:
Hal Supply
c. Ultimate Parent Company's principle place of business:
Cumberland Bv
Atlanta, GA 30339
RFP 5775-Main Document Page 13 of 18
Exhibit D
City of Denton
RFP for Supply of Electric Utility Overhead Distribution Pole Line Hardware for Transmission Line Under Build
44. Provide details tQ support the evaluation criteria including ex erwnce and delive
HD Supply is committed to meeting delivery requirements as outlined in
our quotation. We have over 60 years of experience handling anything
from blanket agreements to full-line integrated supply arrangements. We
maintain over $40 million worth of inventory in the state of Texas to meet
the needs of our customers. Because of our inventory position, we are the
preferred distributor of many organizations for emergency outage
response. We always strive to exceed the expectations of customers.
15. Provide details can how firm meets the minimum :ualifications stated in,this Main
document Section 3.
in the respondent's proposal.
b. Sign below and return form with final submission.
Over 60 years of experience managing supply agreements in the state of
Texas. We currently manage the wire and. meter blankets for the City of
Denton. In addition to the City of Denton, HD Supply manages the
following blankets across the state:
Integrated.Sn aply Agreements: CoSery Electric (Since 1999), Sharyland
Utilities (Since 1996), Tri-County Electric, Lamar Electric, (Jncor and
Centerpoint Energy -
l3la�: CPS San Antonio, Lubbock power & Light, City of San
Augustine and City of Brownfield.
I certify'that� r firm rraeets the minimum qualifications as stated in this Main document, section 3.
Signature on File
<<. v Company Date
RFP 5775-Main Document Page 14 of 18
Exhibit D
rt Cite of Denton.
RF'P for supply of Electric Utility overhead Distribution Pole Line Hardware for Transi ission Line Under Build
SUBMISSION EXCEPTIONS
Ap„y exceptions taken to this solicitation(including terms and conditions in Exhibit 2, the
General.Provisions and Terms and Conditions) must be itemized on the lines below. Additional
pares may be added as needed. If there are no exceptions,please sign where indicated at the
bottom of the page:
Item.# Description
6-46jrC3�2
6,05 5-73 5-Q 3) M r
Ac,� ,ITC t t
19 6aQ:)C;�D)) M P,
_ 1
The above exceptions (and any additional pages identified) are the ONLY exceptions to the
specifications, General Provisions and Terms and Conditions in Exhibit 2, and sample contract to
this solicit 'on. I understand that the City may not accept additional exceptions produced after
final subrnissi otthis proposal.
Signature on File �r o _
UrnpRny Date
No Exceptions are taken to this solicitation or the General Provisions and 'Perms
and Conditions in Exhibit 2.
Signature Company Date
RFP 5775-Main Document Page 15 of 18`
Exhibit D
City of Denton
RFP for Supply of Electric Utility Overhead Distribution Pole Line Hardware for Transmission Line Under Build
KVf)(0MCWNXPC-REFERENCES
Please list three(3)Government references,other than the City of Denton,who can verify the quality of service
your company provides. The City prefers customers of similar size and scope of work to this solicitation,
REFERENCE ONE
GOVERNMENT/COMPANY NAME:CoSery Electric
LOCATION:Corinth,TX
CONTACT PERSON AND TITLE:Kyle Pastorius Account Manager
TELEPHONE NUMBER:(940)270-7284
SCOPE OF WORD: Integrated Supply
CONTRACT PERIOD: 1999 Present
REFERENCE TWO
GOVERNMENT/COMPANY NAME: Lubbock Power&Light
LOCATION:Lubbock TX
CONTACT PERSON AND TITLE:Ronnie NLvbre-Account Manager
TELEPHONE NUMBER:(800)789-9228
SCOPE OF WORD: Multi le.Blaakets:Wire Poles Meters Switches
CONTRACT PERIOD: 12 Month.Increments
.. .....
REFE1tENCE TI1[REE
GOVERNMENT/COMPANY NAME:Greenville-GEUS
LOCATION:Greenvill T.X
CONTACT PERSON AND TITLE:Ed Rush Buyer
TELEPHONE NUMBER:(903)457-2827
SCOPE OF WORK:Transformers Switch ear Sot Bu s
CONTRACT PERIOD:'Various
RFP 5775-Main Document Page 16 of 18
Exhibit D
City of Denton
RFP for Supply of Electric Utility Overhead Distribution Pole Line Hardware for Transmission Line Under Build
VXXOMEX-MCONFLICT OF INTEREST QUESTIONNAIRE
",ONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
3r vendor or other person doing business with local governmental entity
his questionnaire reflects changes made to the law by H.B. 1491,80th Leg.,Regular Session.
s
its questionnaire.is being filed in accordance with chapter 176 of the Local Government Code by a person who has a business relationship
defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a).
V law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
e date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Coder
person commits an offense if the person knowingly violates Section 176.006,vocal Government Code. An offense under this section is a
ass C misdemeanor.
(Nartte of person who has a business relationship with local governmental entity.
(The law,requires that you file an updated completed questionnaire with the appropriate piing authority not later than the'7`"business day after the
date the originally filed questionnaire becomes incomplete or inaccurate.
Name of local government officer with whom filer has an employment or business relationship.
Name of Officer
U a section;(item 3 including subparts A,B,C&D),must be completed for each officer with whom the filer has an employment or other business relationship as
efr ed by Section 176.001(1-a).Local Government Code, attach additional pages to this Form CIQ as necessary.
Is the local government officer named in this section receiving or likely to receive taxable income:,other than invatment income.f oln the frier of the
questionnaire?
Yes No
i. Is the filer of the questionnaire receiving or likely to receive taxable income,other than investment income,_from or at the direction of'the local
government officer named in this section AND the taxable income is not received from the local goveminental entity?
Yes E-1 No
Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local goven7metnt officer serves as an
officer or director,or holds an ownership of 10 percent or more?
Yes I ) Na
Describe each affiliation or business relationship.
Lai 1 have n Conflict of Interest to disclose.
Signature on File .2�, �sJ
Signature rs
o peon ping bui css with the governmental entity Date
RFP 5775-Main Document Page'17 of 18
Exhibit D
r City of Denton
RFP for Supply of Electric Utility Overhead Distribution Pole Line Hardware for Transmission Line Under Build
The undersigned agrees this submission becomes the property of the City of Denton after the official opening.
The undersigned affirms he has familiarized himself with the specification,drawings,exhibits and other documents;the
local conditions under which the work is to be performed; satisfied himself of the conditions of delivery,:handling and
storage of materials and equipment;and all other matters that veill be required for the work before submitting a response.
The undersigned agrees. if this submission 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 specification. The period for acceptance of
this submission will be 120 calendar days unless a different period is noted.
The undersigned affirms that they are duly authorized to execute this contract,that this submission has not been prepared
in collusion with any other respondent,not any employee of the City of Denton,and that the contents of this submission
have not been communicated to any other respondent or to any employee of the City of Denton prior to the acceptance of
this submission.
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.&Coin.Code,Section 15.01,et sect.
e i n it ey e an n t i , s,utj 11 i s an a
in this solicitation package.
The undersigned agrees that the solicitation package 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:
http rww ry citti°ofdenton.coin?itidex.astax?t�a,,e- 97 to ensure they have downloaded and signed all addendum(s)
required for submission with their response.
I certify that I have made no willful misrepresentations in this submission, nor have 1 withheld information in my
statements and answers to questions. barn aware that the information given by me in this submission will be investigated;
with my full permission,and that any misrepresentations or omissions may cause my submission to be rejected.
Acknowledge receipt of following addenda to the solicitation:
Addendum No 1 Dated Received ._T .. ..
Addendum No 2 Dated Received
Addendum No 3 Dated Received
NAME AND ADDRESS DP COMPANY: AUTHORIZ4DEPWNTATIVE:
LIP% Signature on File
Signature
OUAtG ,'Gt Date
Natne i��E� 4uro�1
5x—*JCH 7X 76,10, -- Title
Tel.No, 4tb alp 7 Fax No. a„
Email. Seel&-kf Ph4Suo ry. Cra s1
Page 18 of RFP 5775-Main Document l8
Exhibit D ��
A r tolm
nductor Hardware>>frlstllator Fittings
.levi Clevi , 0
Material:
• Ductile Iron, Hot Dip Galvanized
D m1k DOS F
TYPE CC TYPE CCR
C atalc i MO Ulfirnate A 8 C 0 E f C H Weightil0G
Number Strength
CCR-55 30000 3 1 1 518 518 15116 15116 1 208
112 9116 9116 7/8
CC-55A 35000 3 1 1 518 518 13116 13116 1 242
1/2 9116 9116 718
CC-66 40000 4 1314 1314 SA 314 15116 15116 -- 400
185
CCR-66A 45000 5 23/8 23/8 314 314 1 1 2 460
114 1116 1/161. 118
CC-77A 60000 6 2 2 718 718 2 1 -- -
11/16 11116
Motes:
1) For bolt,nut and cotter instead of cleuis pin and cotter,add suffix"-W to catalog number
www,mact npower.com
... us, -' "�q•s a. y .. r, x rFii °} 1z d .,"? i , ys�a, 3
Exhibit D
�M
indmt or Hardware>>insulator Fittings
(-Clevis Sall, Standard & Hot Line
MV ateriai:
• Forged Steel, Hot Dip Galvanized
4
I
V ` .
Catalog Mtn Illtj'maie For Insulator A C D F R Weight1100
Number Strength Class (IN)
YC8-65A 35000 *ANSI 52-3 3114 1 3/4 : 17/6 112 215
&5 9116
YC'B-78 50000 ANSI 52-8& 3 1 7/8 2 518 330
11 13116 5116 3116
YC&720 44000 IEC 20MM 41116 . 1 718 2 51$ . 340
V16 3/16
Notes:
1) ANSI.52-5&IEC 16mm are generally accepted as being interchangeable
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atalc)g Mir, ft A I C On) diameter E F {ini J K(i l n) (in} h eight
Number°t istr ultimate Insulamr, On) (.in) (1 s)
stfCn4th Class
YCBHL-65A 35000 `ANSI 10 1 314 6 1- 1- 1/2 9116 317
52-3 - 11/16 7/8 314
&5 118
YCi3NL-78 50000 ANSI 10 1-314 718 6 2- 1- 9/16 11116 430
52-8 - 3116 718
&11 718
Notes:
i) ANSI 52-5&tEC 16mm are generally accepted as being interchangeable
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Exhibit D :
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s ducior Hardware>>tnsulat or Fittings
5ocket Eye, Standard
Material:
• Ductile Iron, Hot Dip Galvanized
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TYPE SE TTE St TYPE SE
CWF009 Mlin IIlbmai For Insulator A I31 c 01 V4eightilocf
Nt rmber Strength Class Exhibit 11 (Ibs)
SI-500 18000 *ANSI 52-3 112 23116 15/8 11/16 108
&5
SI-625 20000 *ANSI 52-3 5/8 23/16 1 5/8 11/16 111
&5
SI-750 25000 *ANSI 52-3 314 23116 1 5/8 11/16 113
&5
SE-750-6 30000 *ANSI 52-3 3/4 23/4 2 13116 180
&5
SI-875 30000 *ANSI 52-3 7/8 23116 1 5/8 79/16 115
&5
SE-875-6 30000 *ANSI 5M 718 23/16 1 13/16 121
&5 '11/16
SE-1000-6 30000 *ANSI 52-3 1 23/8 1 13/16 185
&5 11/16
SI-1062 30000 *ANSI 52-3 1 25/16 1 518 11116 117
&5 1116
Motio *
&5 -
SE-1250-6 30000 *ANSI 52-3 1 1/4 23/8 1 13/16 235
&5 11/16
SE-1250-8 30000 *ANSI 52-3` 1 1/4 2 112 2 1 235
&5 1116
SI-1375 300100 *ANSI 52-3 1 318 23/16 11/2 11/16 122
&5
SI=1375-6 30000 *ANSI 52-3 13/8 2 3t16 1 5/8 13116 128
&5
SEA 30000 *ANSI 52-3 13/8 2,318 1518 11116 22
&5
SE-1625-.6... _ 30000 *AR$1524 15/81, 3. 1314 33116 . 105
&5
SI-1750 30000 *ANSI 52-3 1 314 23/16 1 1t2 11116 130
&5
SE-1750-6 30000 *ANSI 52-3 13/4 2 1518 13116 240
&5 11116
SI-2000 30000 *ANSI 52-3 2 23/16 11/2 11116 138
&5
SE-2000-6 30000 *ANSI 52.3 2 23116 19116 13116 230
&5
SI-2187 3000.0 *ANSI 52-3 2 23/16 1 1/2 11116 146
&5 3/16
SI-2500 30000 *ANSI 52-3 21/2 23/16 1 1/2 11/16 168
&5
SE-2500A6 30000 *ANSI 52-3 2112 3 13/4 13/16 255
&5
SE8-1437-6 45000 ANSI 52.8& 1 55/16 21/4 13116 580
11 7t16
Exhibit D
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SQUARE WASHERS SQUARE CURVED WASHERS
Material.
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J1073 2 x 2 x 118 9116 1/2 13.0
J1074 2x2x118 11116 518 13.8
11,075 2-1/4 x 2-114 x 3116 11116 518 22.0
J1076 2-1/4 x 2-114 x 3116 13/46 3/4 21.0
1107 3 x 3 x 3/16 13/16 3/4 48.0
J1079 3 x 3 x 114 13116 3/4 64.0
J1080 4'x 4 x 3/16 13/16 3/4 87.0
J1082 4 x4 x 114 45116 .. 31497/8
AN 4 x 4 (1/2 1-1/8 1 216.0
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Exhibit D
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tn6utio:t Insulators>>Distribution Deadand
Series
Section Length
Application:
E 15kV-35kV
5W-3 kV
Catalog Ung SLl. ryAr Leahaad Drr Wet Clf04, _;Neu Packing ? Nei h
Number Voltage Length (M) O'nr I Electri a, Electrical (kV) (kV) CITY OTY Lbs
Pashover Fiashover QW0 (ctn) (k9)
(W)60 (W)60,
Hz Hz
D5-15M 15 13.0 7.6 15.8 90 65 140 145 18 432 2.6
DS�28M 28 17.0 11.6 24.7 130 100 180 220 18 324 2.9
DS-25M 28 18.75 13.6 31.5 150 135 255 265 18 324 31
DS-35M 35 22.0 16.8 37.6 170 155 280 290 18 216 3.4
Notes.
1)SML=16,737 ibs[70 kN]
2)RTL=7,869 Ibs[35 kNj
3)Att ratings meet or exceed the requirements of ANSI
.029.1.3(20Gtt)and.:L1!1,+tUrLCa-61(tt6} _
4)Corrosion Resistant Boron Free Fiberglass Core/Silicone Housing
ANSI 52.4 Cievis&Tongue End Fittings
5)HP Suffix denotes Hex Pin
6)For other product options,contact your local MPS Sates Representative
7)RUS Accepted
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