6425 - Computer Aided Design Services, 2.General Provisions/ Terms and Conditions
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Materials Management Department
901-B Texas Street
Denton, Texas 76209
940-349-7100
purchasing@cityofdenton.com
RFP 6425 – Exhibit 2
COMPUTER AIDED DESIGN SERVICES
General Provisions –Terms and Conditions
Commodities and Services other than Construction
The following document provides details of the City’s General Provisions, Terms and Conditions, insurance requirements and sample contract for the purchase of goods and services, other
than construction. This exhibit governs the solicitation and supporting exhibits as identified in the Main Document Table of Contents.
Table of Contents
A. GENERAL PROVISIONS 4
1. SILENCE OF SPECIFICATIONS 4
2. RESPONDENTS COST TO DEVELOP SUBMITTAL 4
3. MINIMUM RESPONSE 4
4. VALIDITY PERIOD 4
5. REJECTION OF SUBMITTAL 4
6. PROPRIETARY INFORMATION 5
7. NON-ENDORSEMENT 5
8. ASSIGNMENT 5
9. UNAUTHORIZED COMMUNICATIONS 5
10. DISQUALIFICATIONS 6
11. INTELLECTUALLY PROPERTY INDEMNIFICATION 6
12. RIGHTS TO DATA, DOCUMENTS, AND COMPUTER SOFTWARE (GOVERNMENTAL ENTITY OWNERSHIP) 6
13. PATENT RIGHTS 6
14. PREFERENCES 7
15. AWARD 8
16. CONTRACTS 9
17. INSURANCE 9
18. WARRANTIES 9
19. QUANTITIES 9
20. SAMPLES 9
21. AUTHORIZED DISTRIBUTOR 9
22. SUBSTITUTIONS 9
23. PRODUCT CHANGES DURING CONTRACT TERM 10
24. ADDING NEW PRODUCTS OR SERVICES TO THE CONTRACT AFTER AWARD 10
25. SHIPPING, DELIVERY, AND PACKAGING 10
26. SAFETY AND ENVIRONMENTAL HAZARDS 11
27. CONTRACTOR STANDARDS OF PERFORMANCE 12
28. ANTICIPATED PROBLEMS AND PROPOSED SOLUTIONS 12
29. ADDITIONAL GENERAL REQUIREMENTS 12
30. PAYMENT AND PERFORMANCE REQUIREMENTS 13
a. PAYMENT AND INVOICES: 13
b. PAYMENT TO PERFORMANCE MILESTONES 13
c. TAX EXEMPTION 13
B. STANDARD PURCHASE TERMS AND CONDITIONS 15
APPENDIX A- INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS 30
APPENDIX B – SAMPLE CONTRACT 37
A. GENERAL PROVISIONS 4
1. SILENCE OF SPECIFICATIONS 4
2. RESPONDENTS COST TO DEVELOP SUBMITTAL 4
3. MINIMUM RESPONSE 4
4. VALIDITY PERIOD 4
5. REJECTION OF SUBMITTAL 4
6. PROPRIETARY INFORMATION 5
7. NON-ENDORSEMENT 5
8. ASSIGNMENT 5
9. UNAUTHORIZED COMMUNICATIONS 5
10. DISQUALIFICATIONS 6
11. INTELLECTUALLY PROPERTY INDEMNIFICATION 6
12. RIGHTS TO DATA, DOCUMENTS, AND COMPUTER SOFTWARE (GOVERNMENTAL ENTITY OWNERSHIP) 6
13. PATENT RIGHTS 6
14. PREFERENCES 7
15. AWARD 8
16. CONTRACTS 9
17. INSURANCE 9
18. WARRANTIES 9
19. QUANTITIES 9
20. SAMPLES 9
21. AUTHORIZED DISTRIBUTOR 9
22. SUBSTITUTIONS 9
23. PRODUCT CHANGES DURING CONTRACT TERM 10
24. ADDING NEW PRODUCTS OR SERVICES TO THE CONTRACT AFTER AWARD 10
25. SHIPPING, DELIVERY, AND PACKAGING 10
26. SAFETY AND ENVIRONMENTAL HAZARDS 11
27. CONTRACTOR STANDARDS OF PERFORMANCE 12
28. ANTICIPATED PROBLEMS AND PROPOSED SOLUTIONS 12
29. ADDITIONAL GENERAL REQUIREMENTS 12
30. PAYMENT AND PERFORMANCE REQUIREMENTS 13
a. PAYMENT AND INVOICES: 13
b. PAYMENT TO PERFORMANCE MILESTONES 13
c. TAX EXEMPTION 13
B. STANDARD PURCHASE TERMS AND CONDITIONS 15
APPENDIX A- INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS 30
APPENDIX B – SAMPLE CONTRACT 37
GENERAL PROVISIONS
SILENCE OF SPECIFICATIONS
The apparent silence of these specifications as to any detail or the apparent omission from it of a detailed description concerning any point, shall be regarded as a meaning that the
only best commercial practices are to prevail. All interpretations of these specifications shall be made on the basis of this statement.
RESPONDENTS COST TO DEVELOP SUBMITTAL
Respondents to this solicitation are responsible for all costs of submittal preparation, delivery and any oral presentations required as part of the selection process. All materials
submitted in response to the solicitation become property of the City of Denton and will be returned only at the option of the City.
MINIMUM RESPONSE
Submittals that do not, at a minimum, contain the Attachments and Exhibit 1 Pricing Sheet will be subject to disqualification at the sole discretion of the City of Denton. If any firm
submitting a proposal is a corporation, it must be registered to conduct business in the State of Texas. Proof of this registration must be included as part of the submittal.
VALIDITY PERIOD
The information included in the solicitation response(s), and any cost information obtained from a negotiation process, remain valid for 120 days from the response due date or until
the contract is approved by the governing body.
REJECTION OF SUBMITTAL
ANY PROPOSAL SUBMITTED AFTER THE DUE DATE AND TIME SPECIFIED WITHIN SECTION III, SHALL BE REJECTED. THE CITY SHALL REJECT RESPONSES SUBMITTED BY FIRMS THAT DO NOT MEET MINIMUM QUALIFICATIONS.
The City of Denton reserves the right to reject any and all submittals received in response to the solicitation and to waive any minor technicalities or irregularities as determined
to be in the best interest of the City.
PROPRIETARY INFORMATION
If a respondent does not desire proprietary information in the submission to be disclosed, the respondent shall identify all proprietary information in the submission. This identification
will be accomplished by individually marking each page or line item detail with the words “Proprietary Information”. If the respondent fails to identify proprietary information, the
respondent agrees that by submission of its response, that those sections shall be deemed non-proprietary and made available upon public request. Respondents are advised that the City,
to the extent permitted by law, will protect the confidentiality of all submissions. Respondent shall consider the implications of the Texas Public Information Act, particularly after
the solicitation process has ceased and the contract has been awarded. While there are provisions in the Texas Public Information Act to protect proprietary information, where the respondent
can meet certain evidentiary standards, please be advised that a determination on whether those standards have been met will not be decided by the City of Denton, but by the Office
of the Attorney General of the State of Texas. In the event a request for public information is made, the City will notify the respondent, who may then request an opinion from the Attorney
General pursuant to 552.305, Texas Government Code. The City will not make a request of the Attorney General.
NON-ENDORSEMENT
If a submission is accepted, the successful respondent shall not issue any news releases or other statements pertaining to the award or servicing of the agreement that state or imply
the City of Denton’s endorsement of the successful respondent’s services.
ASSIGNMENT
The successful contractor shall not sell, assign, transfer or convey this contract in whole, or part, without the prior written consent of the Purchasing Manager.
UNAUTHORIZED COMMUNICATIONS
After release of this solicitation, respondent contact regarding this solicitation with members of the evaluation, interview or selection panels, employees of the City or officials of
the City other than the Purchasing Manager, or authorized City of Denton purchasing staff, or as otherwise indicated is prohibited and may result in disqualification from this procurement
process. No officer, employee, agent or representative of the respondent shall have any contact or discussion, verbal or written, with any members of the City Council, members of the
evaluation, interview, or selection panels, City staff or City’s consultants, or directly or indirectly through others, seeking to influence any City Council member, City staff, or
City’s consultants regarding any matters pertaining to this solicitation, except as herein provided. If a representative of any respondent violates the foregoing prohibition by contacting
any of the above listed parties with who contact is not authorized, such contact may result in the respondent being disqualified from the procurement process. Any
oral communications are considered unofficial and non-binding with regard to this solicitation.
DISQUALIFICATIONS
Any terms and conditions attached to a solicitation will not be considered unless specifically referred to on a solicitation and may result in disqualification. Any submissions that
do not clearly outline all qualifications may be disqualified.
INTELLECTUALLY PROPERTY INDEMNIFICATION
The contractor will indemnify, defend and hold harmless the City of Denton, and its authorized users, against any action or claim brought against the City of Denton, or its authorized
users that is based on a claim that software infringes any patent rights, copyright rights or incorporated misappropriated trade secrets. Contractor will pay any damages attributable
to such claim that are awarded against the City of Denton or its authorized users, in a judgment or settlement. If the City of Denton or its authorized users’ utilization of the software
becomes subject to a claim, or is likely to become subject to a claim, in the sole opinion of the City of Denton, or its authorized users, the Contractor shall, at its sole expense
(1) procure for City of Denton or its authorized users, the right to continue using such software under the terms of this Contract; or (2) replace or modify the software so that it
is non-infringing.
RIGHTS TO DATA, DOCUMENTS, AND COMPUTER SOFTWARE (GOVERNMENTAL ENTITY OWNERSHIP)
Any software, research, reports studies, data, photographs, negatives or other documents, drawings or materials prepared by contractor in the performance of its obligations under this
contract shall be the exclusive property of the City of Denton and all such materials shall be delivered to the City by the contractor upon completion, termination, or cancellation
of this contract. Contractor may, at its own expense, keep copies of all its writings for its personal files. Contractor shall not use, willingly allow, or cause to have such materials
used for any purpose other than the performance of contractor’s obligations under this contract without the prior written consent of the City; provided, however, that contractor shall
be allowed to use non-confidential materials for writing samples in pursuit of the work.
The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works.
PATENT RIGHTS
The contractor agrees to indemnify and hold harmless the City from any claim involving patent right infringement or copyrights on goods supplied.