6320 TRUCKING SERVICES CONTRACT EXECUTED 72817CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND CJA ENTERPRISES
(FILE 6320)
THIS CONTRACT is made and entered into this da 1y -and between CJA
Enterprises LIP, a corporation, whose address is 362 Cros ad. Rd Co]linsville TX 76233,
hereinafter referred to as "Contractor," 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
Contractor shall provide products and or services in accordance with the Contractor's
proposal in response thereto, a copy of which is attached hereto and incorporated herein for all
purposes as Exhibit "E". The Contract consists of this written agreement and the following items
which are attached hereto and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit "A");
(b) City of Denton Standard Terms and Conditions (Exhibit "B");
(c) Insurance Requirements (Exhibit "C");
(d) Form CIQ = Conflict of Interest Questionnaire (Exhibit "D'
(e) Contractor's Proposal. (Exhibit "E");
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."
File # 6320 Page 1 of 30
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
CONTRACTOR
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File # 6320 Page 2 of 30
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $40,000. Pricing shall be per Exhibit E attached.
2. 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.
3. Price Escalation and De-escalation
The City will implement an escalation/de-escalation price adjustment annually. The escalation/de-
escalation will be based upon manufacturer published pricing sheets to the vendor. The price will
be increased or decreased based upon the annually percentage change in the manufacturer's price
list. The price adjustment will be determined annually from the award date. Should the change
exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall
be adjusted in accordance with the published price change. It is the supplier or the Cities
responsibility to request a price adjustment annually in writing. If no request is made, then it will
be assumed that the bid price will be in effect. The supBlier roust submit or make available the
manufacturers priciniz sheet used to calculate the bid proposal, to participate in the
escalation/de-escalation clause.
File # 6320 Page 3 of 30
Exhibit B
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
only when the City actually receives and accepts the deliverables.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
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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
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
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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 worksite.
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.
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
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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 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
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 shall not be reimbursed, unless otherwise
negotiated.
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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 later than the 15th calendar day after completion of all work
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements 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 I% or greater.
If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel
costs, must be borne by the 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
terms "books", "records", "documents" and "other evidence", as used above, shall be construed to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the 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 a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
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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 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
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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
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
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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
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
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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 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
File # 6320 Page 12 of 30
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
901B 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
File # 6320 Page 13 of 30
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
required minimums and are not intended
Contractor.
within the solicitation and requirements are
o limit the responsibility or liability of the
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 effect 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 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.
File # 6320 Page 14 of 30
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 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
File # 6320 Page 15 of 30
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 not 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
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,
File # 6320 Page 16 of 30
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
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
File # 6320 Page 17 of 30
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 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
File # 6320 Page 18 of 30
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
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
File # 6320 Page 19 of 30
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. I Oa - 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 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
File # 6320 Page 20 of 30
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
littp://www.dol.gov/wlid/contracts/dbm,htm 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 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
File # 6320 Page 21 of 30
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. RFP/Bid documents
3. City's standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
File # 6320 Page 22 of 30
Exhibit C
INSURANCE REQUIREMENTS AND
WORKERS' COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall provide and maintain until the contracted work has been completed and accepted by
the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance
including any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasing Department,
ask for clarification of any insurance requirements at any time; however, Contractor shall
not commence any work or deliver any material until he or she receives notification that
the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if so
noted:
• Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A or better.
Any deductibles or self-insured retentions shall be declared in the proposal. If requested
by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions
with respect to the City, its officials, agents, employees and volunteers; or, the contractor
shall procure a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
Liability policies shall be endorsed to provide the following:
Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
■ That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to.increase the insurer's
limit of liability.
• Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled or materially changed before the
expiration date.
File # 6320 Page 23 of 30
Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted.-
[X]
oted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
• Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
• Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
File # 6320 Page 24 of 30
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of not less than'50$ O,QaO either in a single policy or in a combination of basic
and umbrella or excess policies. The policy will include bodily injury and property damage
liability arising out of the operation, maintenance and use of all automobiles and mobile
equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
• any auto, or
• all owned hired and non -owned autos.
[X] Workers' Compensation Insurance
Contractor shall purchase and maintain Workers' Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation
Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
on an "occurrence" basis and the policy shall be issued by the same insurance company
that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
[ ] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to the
contractor or if a contractor leases or rents a portion of a City building. Limits of not less
than each occurrence are required.
[ ] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
File # 6320 Page 25 of 30
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
(] Riggers Insurance
The Contractor shall provide coverage for Rigger's Liability. Said coverage may be
provided by a Rigger's Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger's Liability Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a "blanket" basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than $ each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
File # 6320 Page 26 of 30
[Xl
ATTACHMENT 1
Workers' Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate") -A copy of a certificate of insurance, a
certificate of authority to self -insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's
employees providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on
the project until the contractor's/person's work on the project has been
completed and accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) -
includes all persons or entities performing all or part of the services the
contractor has undertaken to perform on the project, regardless of whether
that person contracted directly with the contractor and regardless of whether
that person has employees. This includes, without limitation, independent
contractors, subcontractors, leasing companies, motor carriers, owner -
operators, employees of any such entity, or employees of any entity which
furnishes persons to provide services on the project. "Services" include,
without limitation, providing, hauling, or delivering equipment or materials, or
providing labor, transportation, or other service related to a project. "Services"
does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of
classification codes and payroll amounts and filing of any overage
agreements, which meets the statutory requirements of Texas Labor Code,
Section 401.011(44) for all employees of the Contractor providing services on
the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental
entity prior to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage
ends during the duration of the project, the contractor must, prior to the end of
the coverage period, file a new certificate of coverage with the governmental
entity showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project,
and provide to the governmental entity:
1. a certificate of coverage, prior to that person beginning work on the
File # 6320 Page 27 of 30
project, so the governmental entity will have on file certificates of
coverage showing coverage for all persons providing services on the
project; and
2. no later than seven days after receipt by the contractor, a new certificate
of coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration of
the project.
F. The contractor shall retain all required certificates of coverage for the duration
of the project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail
or personal delivery, within 10 days after the contractor knew or should have
known, of any change that materially affects the provision of coverage of any
person providing services on the project.
H. The contractor shall post on each project site a notice, in the text, form and
manner prescribed by the Texas Workers' Compensation Commission,
informing all persons providing services on the project that they are required
to be covered, and stating how a person may verify coverage and report lack
of coverage.
I. The contractor shall contractually require each person with whom it contracts
to provide services on a project, to:
provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any coverage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all of
its employees providing services on the project, for the duration of the
project;
2. provide to the contractor, prior to that person beginning work on the project,
a certificate of coverage showing that coverage is being provided for all
employees of the person providing services on the project, for the duration
of the project;
3. provide the contractor, prior to the end of the coverage period, a new
certificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the duration
of the project;
4. obtain from each other person with whom it contracts, and provide to the
contractor:
a. a certificate of coverage, prior to the other person beginning work on the
project; and
File # 6320 Page 28 of 30
b. a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of the
project and for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal
delivery, within 10 days after the person knew or should have known, of any
change that materially affects the provision of coverage of any person
providing services on the project; and
7. Contractually require each person with whom it contracts, to perform as
required by paragraphs (1) - (7), with the certificates of coverage to be
provided to the person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all
employees of the contractor who will provide services on the project will be
covered by workers' compensation coverage for the duration of the project,
that the coverage will be based on proper reporting of classification codes and
payroll amounts, and that all coverage agreements will be filed with the
appropriate insurance carrier or, in the case of a self-insured, with the
commission's Division of Self -Insurance Regulation. Providing false or
misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor's failure to comply with any of these provisions is a breach of
contract by the contractor which entitles the governmental entity to declare the
contract void if the contractor does not remedy the breach within ten days after
receipt of notice of breach from the governmental entity.
File # 6320 Page 29 of 30
Exhibit D
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the
date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
Name of vendor who has a business relationship with local governmental entity.
❑ Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 71h business day
after the date on which you became aware that the originally fled questionnaire was incomplete or inaccurate.)
Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(l -a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes F--] No
B. Is the vendor 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 governmental entity?
❑ Yes ❑ No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
E7Yes E-1 No
D. Describe each employment or business and family relationship with the local government officer named in this section.
❑ I have no Conflict of Interest to disclose.
Signature of vendor doing business with the governmental entity Date
File # 6320 Page 30 of 30
EXHIBIT E
oj'� Ute�na}s Lug
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I
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Materials Management Department 0)�jjUj,
901-B Texas Street
Denton, Texas 76209 4�ae �I es
REQUEST FOR PROPOSALS
RFP 6320
The City of Denton is seeking the best value solution for the:
SUPPLY OF TRUCKING SERVICES FOR BENEFICIAL REUSE
NLGP CLASS and ITEM
962 86
Issue Date: April 7, 2017
Response due Date and Time (Central Time):
Tuesday, April 25, 2017, 11:00 A.M. C.S.T
The City highly recommends that respondents do not wait until minutes before the
due date and time to email a submission.
It can take significant time for the submissions to reach the City.
EXHIBIT E
City of Denton
RFP for Supply of Trucking Services for Beneficial Reuse
Table of Contents
1. INTRODUCTION
COMMODITY OR SERVICE DESCRIPTION ............. ..,.......
3. MINIMUM QUALIFICATIONS...................................................:....:......................:..:...............::..:........:.:.....:........3
4. SCHEDULE OF EVENTS.............:....:.......:............:...........:...............................:.....:..:........:........:..................::.......4
5. CONTRACT TERM....................................................................................................................................................4
6. PRICING ...... ............................. ........... .............. I .......... ......_........,................... ............. .......... ...........
..........................4
7. PRICE ADJUSTMENTS................................................................................................................................................5
8. ADDENDA......................__.............--..............._..._.................._..._..........................................................._..........._.......5
Exhibit 2
9. BUSINESS OVERVIEW.......................................................... ........ ...... .......................... ._........................... ..............
5
10. EXCEPTIONS..............................................................................................................................................................6
Exhibit 4
11. SAFETY RECORD .................................................................................................................. ........................
.6
12. DISCLOSURES................................................................... ....«............... ......... ...... ........................ .........
6
13. ACKNOWLF,DGEMEN'I............................... ................. ........................................... ............................._..6
14. EQUIPMENTSCHEDULE ............................................................................................................................................6
15. SUBMITTAL INSTRUCTIONS ........................... ......................... ................................................ ,,............ ,.....,.,.........
6
a. Submission Format........................................................................... .. ..... .. .......... .. ......................7
b. Electronic Submission Requirements... .............. i—C.— ............... ......... ...... . .... • .. ................7
16. EVALUATION PROCEDURES.................................................................................................................................8
17. CONTACT BETWEEN RESPONDENT AND THE CITY.............................................................. .................9
SOLICITATION CHECKLIST ....................................................................................................................................10
ATTACHMENT A -BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS........................:.....;:.:::....:.......::..11
ATTACHMENT B -SUBMISSION EXCEPTIONSiCLARIFICATIONS....... ..........:.:...:...I4
ATTACHMENT C -SAFETY RECORD QUESTIONNAIRE.....................................................................................15
ATTACHMENTD-REFERENCES........................................................................................... .................... ..............17
ATTACHMENT E -CONFLICT OF 1NTERES'1' QUESTIONNAIRE ....... ........................... .......................................
17
ATTACHMENT F-ACKNOWLEDGEMENT................................................ ................................................................19
Exhibit I
Pricing Sheet
Exhibit 2
General Provisions, Standard Terms and Conditions and Appendices
Exhibit 3
Scope of Work or Technical Specifications
Exhibit 4
NOT APPLICABLE
Exhibit 5
NOTAPPLICABLE
Exhibit 6
NOT APPLICABLE
RFP 6320 - Main Document Page 2 of 19
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EXHIBIT E
City of Denton
RFP for Supply of Trucking Services for Beneficial Reuse
1. INTRODUCTION
In accordance with the provisions of Texas local Government Code, Chapter 2-52 and 271, the City of
Denton (the City) is requesting, submissions to contract with an individual or business with
considerable experience in providing goods or services of this solicitation. The responses and the
cost solutions shall be submitted to the City of Denton in a sealed submission.
The awarded individual or business shall possess a proven track record of using innovative
approaches to providing goods and services that represent the best value to their clients. The
awarded individual or business shall have the ability to accomplish all aspects of the requested
services. The selected individual or firm should be able to provide innovative methods to deal with
municipal challenges, and cost effective solutions.
A firm may submit a solicitation response for one or more of the categories of product or services
requested in this solicitation.
2. COMMODITY OR SERVICE DESCRIPTION
The City is seeking a term contract for the supply of Trucking Services to be procured as needed
over the contract term.
The nroducts and services shall be accom lisped per all exhibits identified in the table of
contents.
3. MINIMUM QUALIFICATIONS
The following minimum requirements must be demonstrated in order i:or the submission to be
considered responsive to the City of Denton.. Any submission .received, which is determined to not
meet these mandatory requirements shall be immediately disqualified and rejected as non-
responsive.
• Three (3) years' experience providing similar products or services.
Three (3) references from governmental entities for the products or services requested.
The City prefers references from municipalities of similar size.
• The responding individual or business must be registered in the State of Texas, or the
County of Denton, to provide the products or services required in the solicitation, and the
individual or business must have all licensure required by the State to provide any
services required under this contact.
To learn how to obtain information about filing with
copies or certificates from the Secretary
,...z, Phone
the State of Texas, or obtaining,
of State visit Webpage:
512-463-5578; or email
RFP 6320 - Main Document Page 3 of 19
EXHIBIT E
City of Denton
RPP for Supply of Trucking Services for beneficial Reuse
• Submittal documents including a cover sheet, Solicitation Checklist, Attachments A -F
and Exhibit 1, per the method described in SUBMITTAL INSTRUCTIONS.
4. SCHEDULE OF EVENTS
The City of Denton reserves the right to change the dates indicated below:
Solicitation Schedule:
Issue Solicitation:
Pre -submittal conference and walkthrough
Deadline for Submission of Questions:
Deadline for Submission of Responses:
Evaluate and rank initial results:
Completion of Negotiations:
Official Award:
04/07/2017
04/18/2017 at 09:00 AM CST
04/19/2017 at 11:00 AM CST
04/25/2017 at 11:00 AM CST
04/28/2017
05/05/2017
06/06/2017
The City of Denton is using the solicitation `Issue Date' as noted in the Schedule of Events above as
the official 30 day notification requirement for an interview with a firm.
S. PRE -SUBMITTAL CONFERENCE AND WALKTHROUGH
A non -mandatory, pre -solicitation conference and walkthrough will be available to interested
contractors. Attendance at the pre -solicitation conference and walkthrough is strongly encouraged
prior to submission of a response. The conference will be held on Thursday, April 18, 2017 at 9:00
am in the Water Reclamation Plant Conference Room, 1100 S .M.ayhill Rd, .Denton, Texas 76208.
After the meeting, immediately thereafter at approximately 10:45 a.m., interested parties may tour
the Beneficial Reuse location, via a walkthrough of the project site.
Internet link to meeting location: Will Change link upo_n address location
/www.google.com/`maps/plac-e%I 100-i-S+Mayhi l l-;-Rd,+Denton,+TX+76208; n3 3.1951 19,-
97.0868257.17zidata=!3m 1!4b 1 !4m5!3 m4! I sOx864c3528fe87895b:Oxe5e32c259e5 I ae 1 e! 8m2!3d33. l 95119!4d-
97.084637
It is the intention of the City of Denton to award a contract for a one (1) year period. The City and the
Awarded Contractor shall have the option to renew this contract for an additional two (2) one-year
periods. Materials and services undertaken pursuant to this solicitation will be required to commence
within fourteen (14) days of delivery of a Notice to Proceed.
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, wiless either party
notifies the other prior to the scheduled renewal date in accordance with the provision of the section
titled "price adjustments", or the section(s) titled "termination" in Exhibit 2. 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.
6. PRICING
Firm Price
RFP 6320 - Main DOCUrnent Pane 4 of 19
EXHIBIT E
City of Denton
RFP for Supply of Trucking Services for Beneficial Reuse
Pricing and discounts submitted are firm for the initial one-year period specified in the solicitation.
Price decreases are allowed at any time. Price increases shall only be considered as stipulated below
in "PRICE ADJUSTMENTS".
Price Decreases/Discount Increases
Respondents are required to immediately implement any price decrease or discount increase that
may become available. The City of Denton must be notified in writing for updating the contract.
7. PRICE ADJUSTMENTS
Prices quoted for the commodities or services described in the solicitation 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 fuels and
related products, item: Diesel (WPU057303). The price will be increased or decreased based upon
the annual percentage change in the PPl. 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.
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 dans 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: ;<: -r;,,,,,,;;,,,, noting the solicitation number.
The City of .Denton reserves the right to accept, reject, or negotiate the proposed price changes.
S. ADDENDA
Respondents are required to acknowledge addenda with their submission. Respondents will be
responsible for monitoring the City of Denton Purchasing website at www.dentonpurchasing.com to
ensure they have downloaded and signed all addenda required for submission with their submission.
Respondents should acknowledge each individual addendum on Attachment F.
9. BUSINESS OVERVIEW
Respondent shall complete the Business Overview Questionnaire as applicable per Attachment A.
RFP 6320 - Main Document Page 5 of 19
EXHIBIT E
City of Denton
RFP for Supply of Trucking Services for Beneficial Reuse
10. EXCEPTIONS
The Request for Proposal (RFP) process allows for negotiation of the terms and conditions of this
proposal. The respondent shall note any exceptions to the solicitation document, on Attachment B.
The exceptions will be reviewed to ensure they meet the minimum specifications and requirements
and will be ranked in accordance with the evaluation criteria. The City reserves the right to accept,
reject or negotiate the exceptions provided.
Respondents shall itemize all exceptions on Attachment B. Additional pages may be added as
necessary. Do not marls or change the text of the solicitation document, exceptions shall be
noted only on Attachment B.
If no exceptions are taken, the respondent shall sign and return Attachment B in the appropriate
signature block.
11. SAFETY RECORD
The Citv of Denton desires to avail itself of the benefits of Section 252.0435 of the Local
Government Code, and consider the safety records of potential contractors prior to awarding City
contracts. Pursuant to Section 252.0435 of the Local Government Code, the City of Denton has
adopted the written definition and criteria as shown in the Safety Record Questionnaire (Attachment
C) for accurately determining the safety record of a respondent prior to awarding City contracts.
12. DISCLOSURES
The individual or business must disclose any business relationship that would have an effect, of a
conflict of interest. A conflict of interest statement must be signed as part of the contract negotiated
with the awardee(s). (Attachment E)
13. ACKNOWLEDGEMENT
Submit a signed acknowledgement by authorized agent of the responding firm (Attachment F).
14. EQUIPMENT SCHEDULE
The respondent shall provide an equipment schedule. The schedule shall include the year, make,
model and description of the equipment.
15. SUBMITTAL INSTRUCTIONS
The City of Denton will accept electronic or hard copy submittals until the date and time on
the cover sheet of this solicitation. Any submission received after the date and/or hour set for
solicitation opening will be returned unopened.
Electronic submittals may be emailed to with the solicitation number and
name in the subject line. Please consolidate attachments as much as possible, and do not exceed
35MB total for attachments. L'mails received by the City will remain unopened until after the due
date and time. Only authorized Materials Management Staff will have access to the e -bid email
inbox. Please do not email the buyer directly to ensure security of the proposal. Electronic
RFP 6320 - Main Document Page 6 of 19
EXHIBIT E
City of Denton
RPP for Supply of Trucking Services for Beneficial Reuse
oronosals must be received by the City before the due date and time. The date and time used
by the City_ shall be the official fame. It is highly recommended that respondents do not wait
_until minutes before the due date and time to entail their submission. It can take sianifieant
time for the entail to reach the City.
Hard copy submissions may be hand delivered (by firm or express courier) to the address listed below:
City of Denton
Materials Management
SOLICITATION NUMBER AND ?TAME
901B Texas Street
Denton, TX 76209
The City of Denton reserves the right to accept or reject in part or in whole any submission, and to
waive technicalities of the submission, in the best interest of obtaining best value for the City.
Each respondent is responsible for taking the necessary steps to ensure their submission is received by
the date and time noted herein. The City is not responsible for missing, lost or late mail or any mail or
email delays, internal or external. that may, result in the submission arriving after the set time.
a. Submission Format
Respondents shall provide detailed information to allow the City to properly evaluate the
submission. The City requests the following format be used:
1. Hard- copy submissions shall be bound only utilizing a staple or binder clip. Do not
submit responses in a binder or file folder.
2. Submission shall be no more than 200 pages in length or 35 MB is file size
3. Utilize tabs to identify exhibits and attachments
4. The submission shall be in the following order:
a) Coversheet — including Solicitation number and name, firm name, address,
contact name, phone, fax, website and email address.
b) Pricing Sheet — Exhibit 1
c) Completed Solicitation Checklist
d) Attachment A- Business Questionnaire
e) Attachment B- Exception Form
f) Attachment C -Safety Record (if applicable form will be attached)
g) Attachment D -References
h) Attachment E -Conflict of Interest Questionnaire Form
i) Attachment F -Signed Acknowledgement form
j) Appendices may be used for additional documentation or clarification at the
respondent's option.
5. Hard Copy submittals shall include one (1) original signed by an officer authorized to
bind the firm, and three (3) copies of the completed response.
6. Submit response. before the published due date. Hard copy submittals must be in a sealed
envelope with the solieitation number and name.
b. Electronic Submission Requirements
RFP 6320 - Main Document Page 7 of 19
EXHIBIT E
City of Denton
RFP for Supply of Trucking Services for Beneficial Reuse
All respondents shall submit their pricing sheet , xhibit l in Microsoft Excel format for
quick tabulation of results. The electronic pricing sheet must be received regardless of the
method chosen by the proposer to submit (hard copy or electronic). If a respondent is only
submitting a hard copy, they shall provide a flash drive, containing a complete copy of the
response to this solicitation, or submit electronically to ebidsCacityofdenton.com. Ernails to the
City should include the RFP number and name in the subject line, consolidate attachments as
much as possible, and not exceed 35MB total. Please do not email the buyer directly to ensure
security of the proposal.
16. EVALUATION PROCEDURES
Selection of a firm(s) to provide the afbrementioned materials and services shall be in accordance with
the City of Denton Purchasing Policies and procedures and the State of Texas Local Government Code
22.043. The City of Denton shall open all submissions and evaluate each respondent in accordance to
the below criteria:
Step 1: The City of Denton will evaluate the submission in accordance with the selection criteria
and will rank the fines on the basis of the submittals. The City of Denton, reserves the right
to consider information obtained in addition to the data submitted in the response. The
selection criterion is listed below:
a) Compliance with specifications, quality, reliability, characteristics to meet stated
or implied needs (FACTOR 10%)
Compliance with the stated specification(s) coupled with the quality and reliability of
the goods and services such as fitness for use that meets or exceeds Owner's
expectations and the characteristics of the product or service that bear on its ability to
meet the stated/implied needs.
b) Indicators of Probable Performance under contract (.FACTOR: 20%).
Indicators of probable performance under the contract to include: past vendor
performance, financial resources and ability to perform, experience or demonstrated
capability and responsibility, references, and the vendor's ability to provide reliable
services including qualified staffing, operating sufficient equipment. Ability to timely
start and complete service order(s).
c) Price (FACTOR 70%)
Lowest price submitted for cost per mile, for delivery less than a 100 mile radius and
for deliveries greater than a 100 miles but less than 249 .miles radius (The price of the
items, to include total cost of ownership, such as operational costs, life cycle costs,
and warranty and insurance provisions).
The total possible score of the submissions -shall be scored and "weighted as indicated above,
Step 1 items a -c. Based on the outcome of the computations performed, each submission
will be assigned a raw score. The assigned weight will then be applied to these scores to
calculate an overall score for each submission for completion of the .final scoring process.
Step 2: After the final ranking of the submissions and determination of Firtn(s) that provide a best
value to the City and are within the competitive range, provided the City of Denton elects to
RPP 6320 - Main Document Page 8 of 19
EXHIBIT E
City of Denton
RFP for Supply of Trucking Services for Beneficial Reuse
proceed without. oral discussions, the City will immediately proceed to negotiate final
pricing, terms and conditions with the highest ranked Firm or .Firms. The City of Denton
may elect to conduct oral discussions, request clarifications; and presentations concerning
the project approach and ability to furnish the requirements, as part of the negotiation
process. The City may elect to utilize a Best and Final negotiation phase to determine the
Firm that provides the overall best value to the City.
Step 3: Upon selection of the submission or Best and Final OL'fer that represents the "best value", a
written recommendation will be presented to the appropriate approving authority for the City
of Denton (the City Manager, Public Utility Board, City Council) requesting authorization to
proceed with contract execution for the proposed services.
In accordance with Local Government Code 252.049, trade secrets and confidential information in
competitive sealed proposals are not open for public inspection. All submissions shall be opened in
a manner that avoids disclosure of the contents to competing respondents and keeps the responses
secret during negotiations. A public opening will not be conducted with this process.
After the contract has been awarded all submissions will be open for public inspection, and the
unsuccessful respondent(s) may request a debriefing regarding their submittal. Please contact the
City of Denton Materials Management staff to document the request for a debriefing. A meeting
with the City of Denton Materials Management Staff and the using Division will be scheduled
within a reasonable time.
17. CONTACT BETWEEN RESPONDENT AND THE CITY
Respondents shall direct all inquiries and communications concerning this solicitation to the Point
of Contact(s) listed below:
Robyn Forsyth
Buyer, C.T.P..M.
901-B Texas Street
Denton, TX 76209
(940) 349-7100
Fax: (940) 349-7302
€ta.byu lorsyth Oc ityo W n t o n. c oiu
*** Please do not email the buyer the final proposal unless requested after the due date and time
published on the coversheet. A proposal should be emailed to ebids@cityofdeiiton.com
RFP 6320 - Main DOCUrnent Page 9 of 19
EXHIBIT E
CA Enterprises LLP
Equipment:
2017 Kenworth T880 7 axle dump truck
2016 Kenworth T880 7 axle dump truck
2007 Kenworth T800 7 axle dump truck
EXHIBIT E
City of Denton
RFP for Supply ol'Trucking Services for Beneficial Reuse
SOLICITATION CHECKLIST
Check
when
Com le d
—
Task to be Completed by Respondent
Submission
Exhibit l — Pricing sheet
1
Review Exhibit 2 — General Provisions and Terms and Conditions
2
Review Exhibit 3 -- Scope of Work/'Technical Specifications,
Cover sheet
I
Solicitation number
4
Solicitation name
Firm name
6
Firm address
i
Contact name
8
Contact phone
9
Contact fax
Website address
Contact email address
Solicitation Checklist
Attachment A- Business Overview Questionnaire
Document how firm meets minimum qualifications (Section 3)
Detail to support evaluation criteria
Attachment B — Exce tion Form -
Attachment C — Safety Record Questionnaire if a licable)
Attachment D — Reference Form
Attachment E — Conflict of Interest Questionnaire Form — with signature
Attachment F - Acknowledgment
Acknowledgment of Addenda
Submission signed by authorized officer, in the orderspecified below
Hard Cone Submission: If submitting a hard copy, the City requires one (1) original and
three (3) copies, with the pricing sheet submitted electronically in excel or emailed in excel
to l �;�.%;�,�:� i;,.:,�.t,<r;z ;�.;�,;E, with the Solicitation # and name in the sub'ect line.
Electronic Submission: If submitting an electronic proposal only, email to
with the Solicitation # and name in the subject line. The pricing
sheet (Exhibit 1) must be in excel format.
Submit response, with tabs marking each section, in the following order:
Order for
Submission
Document
1
Cover Sheet
2
Pricina Sheet— Exhibit 1
3
Solicitation Checklist
4
Attachment A- Business Overview Questionnaire
Attachment B -- Exception Form
6
Attachment C-- Safety Record Questionnaire (if applicable)
7
Attachment D — Reference Form
8
Attachment E — Conflict of Questionnaire Form
9
Attachment F - Acknowledgment
RFP 6320 - Main Document Page 10 of 19
EXHIBIT E
City of Denton
RPP for Supply of Trucking Services for Beneficial Reuse
ATTACHMENT A -BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS
1. Contract Information (for formal contracting purposes):
The folloiving information tivill be used to write a contract, should your, firm be selected for atit,ard
■ Firm's Legal Name: CJA Enterprises LLP
Address: 362 Crossroads Rd
Collinsville, TX 76233
• Agent Authorized to sign contract (Name): Carla Peacock
• Agent's email address: astl'ideappCUmsn.Com
2. Subsidiary of:
3. Organization Class (circle):
Partnership_,) Corporation Individual Association
4. Tax Payer ID4: 54-2052173
5. Date Established: Sept 2001
6. Historically Underutilized Business: Ye�,orNo and DBE
7. Does your company have an established physical presence in the State of Texas, or the City of
Denton? Yes or No, in which? Yes in the State of Texas
8. Please provide a detailed listing of all products and/or services that your company provides.
Aggregate and hauling
9. Has your company filed or been named in any litigation involving your company and the Owner on
a contract within the last five years under your current company, name or any other company name?
If so provide details of the issues and resolution if available. Include lawsuits where Owner was
involved. (Notice: Failure to disclose this information during proposal submission, and later
discovered, may result in contract termination at the Owner's option.)
No
RFP 6320 - Main Docuinent Page 11 of 19
EXHIBIT E
City of Denton
RFP for Supply offrucking Services for Beneficial Reuse
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
1 l . Have you ever had a contract terminated by the Owner? 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?
We follow USDOT safety regulations
13. Resident/Non-Resident Bidder Determination:
Texas Government Code Section 222.002: 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 make this determination, please
provide the name, address and phone number of:
a. Responding firms principle place of business:
Collinsville, TX
h. Company's majority owner principle place of business:
Collinsville, TX
c. ultimate Parent Company's principle place of business:
Collinsville, TX
RFP 6320 - Main Document Page 12 of 19
EXHIBIT E
City of Denton
RFP for Supply of Trucking Services for Beneficial Reuse
14. Provide detail~ to support the evaluation criteria, including experience and delivery.
We have been in business since September of 2001. We .have hauled specialty sand for the
Budweiser bottling plant in Toano, VA and we have hauled the rock for the American Indian
Museum in Washington, DC. We have done work that is on a time schedule where we had to
deliver within a pre -determined time window and we have delivered specialty material that could
not be contaminated. We currently have contracts with multiple municipalities; we haul material for
concrete contractors, builders, septic contractors, ranches, homeowners, etc. We have built our
business on customer service and word of mouth referrals and understand the need for timely
delivery that may have constraints of personnel available to receive the material. We know the
restrictions of the trucks; weight -on shallow water lines, low hanging power lines, tree limbs, un-
even terrain for safe dumping.
15. Provide details on how firm meets the minimum ualifcations stated in this Main document
Section 3.
a. The details must be completed on this forth, and shall not point to another document in the
respondent's proposal.
b. Sign below and return form with final submission.
CJA Enterprises LLP is registered in the State of Texas and is listed on the State's
CMBL as a HUB vendor and is also certified as a DBE. We have been providing
outstanding customer service since we formed this company in September of 2001.
We had the only 7 axle dump trucks when we moved to Texas in October of 2005
and have built our business on referrals from our satisfied customers who realize they
get the most "bang for their buck" when they use our company where our trucks haul
as much as a tractor trailer but can get into many places that a tractor trailer cannot
access.
I certify that ouf tir i meets the minimum qualifications as stated in this Main document, Section 3.
�1
aha _CJA Enterprises LLP _ _ April, 24, 2017
Signature Company Date
RFP 6320 -blain Document Page 13 of 19
EXHIBIT E
City of Denton
RFP for Supply of Trucking Services for Beneficial Reuse
ATTACHMENT B -SUBMISSION EXCEPTIONS/CLARIFICATIONS
Any exceptions or clarifications 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 pages may be added as needed. If there are no exceptions or clarifications,
please sign where indicated at the bottom of the page.
Item # Description
#6 Prices submitted are the best lowest price
410 Prices submitted are the besUlowest price
If the truck(s) are detained waiting to be loaded. in excess of 30 minutes, there will be an additional charge of $30
per hour (per Huck) to be billed in quarter hour increments.
If the truck(s) are detained at the delivery location waiting to dump (for example if the recipient is not prepared for
delivery), in excess of 30 minutes, there will be an additional charge of$ 30 per hour (per truck) to be billed in quarter
hour increments
The above exceptions and clarifications (and any additional pages identified) are the ONLY
exceptions/clarifications to the specifications, General Provisions and Terms and Conditions in
Exhibit 2, and sample contract to this solicitation. I understand that the City may not accept
additional e c tions produced after final submission of this proposal.
__,CJA Enterprises LLP___ ,__ _April 24, 2017
Signature Company Date
No .Exceptions are taken to this solicitation or the General Provisions and Terms
and Conditions in Exhibit 2.
Signature Company Date
RFP 6320 - Main Document Page 14 of 19
EXHIBIT E
City of Denton
RFP for Supply of Trucking Services for Beneficial Reuse
ATTACHMENT C -SAFETY RECORD QUESTIONNAIRE
The City of Denton desires to avail itself of the benefits of Section 252.0435 of the Local Government
Code, and consider the safety records of potential contractors prior to award of City contracts. Pursuant to
Section 252.0435 of the Local Government Code, the City of Denton has adopted the following written
definition and criteria for accurately determining the safety record of a respondent prior to awarding City
contracts.
The definition and criteria for determining the safety record of a respondent for this consideration shall
be:
The City of Denton shall consider the safety record of the respondent in determining the
responsibility thereof. The City may consider any incidence involving worker safety or safety of the
citizens of the City of Denton, be it related or caused by environmental, mechanical, operational,
supervision or any other cause or factor. Specifically, the City may consider, among other things:
a. Complaints to, or final orders entered by, the Occupational Safety and Health
Review Commission (OSHRC), against the respondent for violations of OSHA
regulations within the past three (3) years.
b. Citations (as defined below) from an Environmental Protection Agency (as
defined below) for violations within the past five (5) years. Environmental
Protection Agencies include, but are not necessarily limited to, the U.S. Army
Corps of Engineers (USACOE), the U.S. Fish and Wildlife Service (USFWS),
the Environmental Protection Agency (FPA), the Texas Commission on
Environmental Quality (TCEQ), the Texas Natural Resource Conservation
Commission (TNRCC) (predecessor to the TCEQ), the Texas Department of
Health ('I'DH), the "Texas Parks and Wildlife Department ('TPWD), the
Structural Pest Control Board (SPCB), agencies of local governments
responsible for enforcing environmental protection or worker safety related laws
or regulations, and similar regulatory agencies of other states of the United
States. Citations include notices of violation, notices of enforcement,
suspension/revocations of state or federal licenses or registrations, fines
assessed, pending criminal complaints, indictments, or convictions,
administrative orders, draft orders, final orders, and judicial final judgments.
C. Convictions of a criminal offense within the past ten (10) years, which resulted
in bodily harm or death.
d. Any other safety related matter deemed by the City Council to be material in
determining the responsibility of the respondent and his or her ability to perform
the services or goods required by the solicitation documents in a safe
environment, both for the workers -and other employees of respondent and the
citizens of the City of Denton.
In order to obtain proper information from respondents so that City of Denton may consider the safety
records of potential contractors prior to awarding bids on City contracts, City of Denton requires that
respondents answver the following three (3) questions and submit them with their submissions:
RFP 6320 - Main Document Page 15 of 19
EXHIBIT E
City of Denton
RFP for Supply of Trucking Services for Beneficial Reuse
QUESTION ONE
Has the respondent, or the firm, corporation, partnership, or institution represented by the respondent, or
anyone acting for such firm, corporation, partnership or institution, received citations for violations of
OSHA within the past three (3) years?
Y ES NO X
If the respondent has indicated YES for question number one above, the respondent must provide to City
of Denton, with its submission, the following information with respect to each such citation:
Date of offense, location of establishment inspected, category of offense, final disposition of offense, if
any, and penalty assessed.
UESTION Two
Has the respondent, or the firm, corporation, partnership, or institution represented by the respondent, or
anyone acting for such firm, corporation, partnership or institution, received citations for violations of
environmental protection laws or regulations, of any kind or type, within the past five years? Citations
include notice of violation, notice of enforcement, suspension/revocations of state or federal licenses, or
registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative
orders, draft orders, final orders, and judicial final judgments.
YES NO X
If the respondent has indicated YES for question number two above, the respondent must provide to City
of Denton, with its submission, the following information with respect to each such conviction:
Date of offense or occurrence, location where offense occurred, type of offense, final disposition of
offense, if any, and penalty assessed.
QUESTION THREE
Has the respondent, or the firm, corporation, partnership, or institution represented by respondent, or
anyone acting for such firm, corporation, partnership, or institution, ever been convicted, within the past
ten (10) years, of a criminal offense which resulted in serious bodily injury or death?
YES NO X
If the respondent has indicated YES for question number three above, the respondent must provide to City
of Denton, with its submission, the following information with respect to each such conviction:
Date of offense, location where offense occurred, type of offense, final disposition of offense, if any, and
penalty assessed.
RFP 6320 - Main Document Pace 16 of 19
EXHIBIT E
City of Denton
RFP for Supply of Trucking Services for Beneficial Reuse
ATTACHMENT D -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:
LOCATION: City Of Carrollton
CONTACT PERSON AND TITLE: Ebonie Will.ian-ts, purchaser
TELEPHONE NUMBER: 972-466-3105
SCOPE OF WORK: aggregate and hauling
CONTRACT PERIOD: 2010 to present
REFERENCE. TWO
GOVERNMENT/COMPANY NAME:
LOCATION: Denton County
CONTACT PERSON AND TITLE: Laura Medcafe, purchaser
TELEPHONE NUMBER: 940-349-3130
SCOPE OF WORK: aggregate and hauling
CONTRACT PERIOD: 2013 to present
REFERENCE THREE
GOVERNMENT/COMPANY NAME:
LOCATION: City of Plano
CONTACT PERSON AND TITLE: Shcrrian .Tones
TELEPHONE NUMBER: 972-742-0413
SCOPE OF WORK: aggregate and hauling
CONTRACT PERIOD: 2013 to present
ATTACHMENT E -CONFLICT OF INTEREST QUESTIONNAIRE
RFP 6320 - Main Document Page 17 of 19
EXHIBIT E
City of Denton
RFP for Supply of Trucking Services for Beneficial Reuse
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is beim filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be tiled with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be tiled. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity. Nonc known
z
Check this box if you are tiling an update to a previously filed questionnaire.
('rhe law requires that you file an updated completed questionnaire with the appropriate Mine authority not later than the 7'1' business day after the
date on which you became aware that the originally tiled questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
'Phis section, (item 3 including subparts A. Q. C & D), must be completed for each officer with whom the vendor has an employment or other business
relationship as defined by Section 176.001(1-a), local Government Code. Attach additional pages to this form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, From the vendor?
0 Yes El No
13. is the vendor 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 Irom the local governmental entity?
U Yes No
C, Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more'? I
Yes = No 3
D. Describe each employment or business and family relationship with the local government oflicer named in this section.
1 have no Conflict of Interest to disclose. I have no conflicts.
I6vz& Peacade t, April 24, 2017
Signature of vendor doing business with the governmental entity Date
RFP 6320 - Main Document Page 18 of 19
EXHIBIT E
City of Denton
RFP for Supply of Trucking Services for Beneficial Reuse
ATTACHMENT F -ACKNOWLEDGEMENT
The undersigned agrees this submission becomes the property of the City of Denton after the official opening.
The undersigned affirms lie 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 will 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, nor 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 i et seq., and which arise under the antitrust laws of the State of
Texas, Tex. Bus. & Corn. Code, Section 15.01, g se .
The undersigned affirms that they have react and do understand the specifications, all exhibits and attachments contained
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 I ), without clearly identifying changes.
The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at:
,;,t�i:�a,t<,, ;s,_,=.;=,:d• ry ,;; __'>'; to ensure they have downloaded and signed all addendum(s)
required for submission with their response.
1 certify that I have made no willful misrepresentations in this submission, nor have 1 withheld information in my
statements and answers to questions. I am 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 I Dated
Addendum No 2 Dated
Addendum No 3 Dated
4!20/17
NAME AND ADDRESS OF COMPANY:
_ClA Enterprises LLP_
362 Crossroads Rd
Collinsville, TX 76233
1'el. No. 540-840-1960
Email. astrideapp@msn.com
Received
Received
Received
04,120/17
AUTHORIZED REPRESENT
Signature j?44la ;Peaeock ,' (� f+, (6,
Date 04/24/2017l.
Name Carla Peacock
Title partner/owner
Fax No. 903-429-3636
RFP 6320 - Main Document Page 19 of 19