Transformer Pads-5232-Original Pricingr • 1 ' 1: AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR POLYMER CONCRETE TRANSFORMER PADS FOR DENTON MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5232- AWARDED TO TECHLINE, INC. IN THE THREE (3) YEAR NOT -TO- EXCEED AMOUNT OF $250,000). WHEREAS, the City has solicited, received and tabulated competitive proposals for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described bids are the lowest responsible proposals for the materials, equipment, supplies or services as shown in the "Bid Proposals" submitted therefore; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, SECTION 1. The numbered items in the following numbered proposals for materials, equipment, supplies, or services, shown in the "Request for Proposals" on file in the office of the City Purchasing Agent, are hereby accepted and approved as being the lowest responsible proposals for such items: BID NUMBER VENDOR AMOUNT 5232 Techline, Inc. $250,000 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Request for Proposals and related documents. SECTION 3. Should the City and the winning proposer wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the RFP, the City Manager or his designated representative is hereby authorized to execute a written contract in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Bid Proposal and related documents and to extend that contract as determined to be advantageous to the City of Denton.
SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegatesthe authority totake any actions thatmay be required or permitted to be performed by the City of Denton under File 5232 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By theacceptance and approval of the aboveenumerated proposals, the City Council herebyauthorizes the expenditure of funds therefor in the amount and in accordance with the approved proposal. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED tliis-A day of --WofLAD-7 2014. MIkkk A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: Signature on File Signature on File Signature on File
CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND TECHLINE, INC RFP # 5232) THIS CONTRACT is made and entered into this _IBLI day of _A.D., 2014, by and between Techline, Inc a corporation, whose address is 5401 Martin Street, Ft. Worth, TX 76119, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: ucffgm Supplier shall provide products in accordance with the City's RFP # 5232 Supply of Electric Utility Transformer Pads, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes, The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: a) Special Terms and Conditions (Exhibit "A") b) City of Denton's RFP 5232 (on file at the office of the Purchasing Agent) c) Standard Terms and Conditions (Exhibit "B") d) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C"). e) Supplier's Proposal. (Exhibit "D"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP 5232
IN WITNESSWHEREOF, the parties of these presents have executed this agreement in theyear and day first above written. BY: RFP 5232 SUPPLIER 1---) BY: AUTHORIZED SIGNATURE Date: 12 Name: "t C 4K- Aam Title:.-,- lylSJL- — NUMME6121=091 051001a R11- 5 1 - C7161 FAX NUMBER B1'. _ GI., )lzz AGER Signature on File Signature on File Signature on File Signature on File
Exhibit A Special Terms and Conditions The Quantities indicated on Exhibit are uutboatcu based upon the best uvubah|c bufb000tkou. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the price. Individual purchase orders will be issued on an as needed basis. Product Chanees Durinfy Contract Term uu|i 1 u i u U w mapproval, Any deviation in the specifications or change in the product must hoapproved in advance by the City of Denton. Notice of u sbungo ybo]| be submitted in vvddog to with the above file number iu the subject line, for review. Products found to have changed specifications without undfiou1iou" and acceptance, will be returned at the supplier's expense. Products that have been installed will he replaced at the supplier's expense. Authorized Distributor The supplier shall bo the manufacturer or authorized distributor of the proposed products. The distributor uboU be authorized to noU to the City of [)co1ou, and make uvnjlob10 the manufacturer's representative as needed by the City. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two 0 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 hv City Council, unless either party notifies the other prior to the scheduled o:uevvaJ date. At the ao10 option of the City ofDenton, the contract may be further extended as needed, not to exceed a total of six (6) months. Price Escalation and De-escalation Prices for the commodities must bs fiou for aperiod of one year from date of contract award. Any request for price adjustment must be based onthe, lJ.3 Department of Labor, Gu;cuu of Labor Statistics, Producer Price Ludcz (PPD* for other precast concrete product manufacturing pCl}327390327390 1) orPPl for plastics nou1edu| and resins oufo (PCL}32521132521 1). The price will he iuo,00aod or decreased based upon the annual percentage ubumge in the PPl. The noozinnucu 000ulo1ioo will not osuoed f/' 8% for any individual year, The ouou|a1ioo will be determined auuuu1iy at the roospva1 date. Should the P9l cbuugo exceed a nuiuinounn threshold value n[+/ |%,thoudbc stated eligible bid prices shall be adjusted iu accordance with the PPl cbuugo not to exceed the 8Y6 limit per year. The supplier should provide documentation as Producer Pricezndex/PPI is defined by the u.s.Department of Labor: The Producer price Index o family of indexes that measures the average change over time in selling prices received by domestic producers of goods and scrvices, ppz measures price change from the perspective of the scUer. This contrasts with other measures, such no the Consumer price Index (cpz), that measure price change from the purchaser's perspective. Sellers' and purchasers' prices may differ due to government subsidies, sales and excise taxes, and distribution coots. 0
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 reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasingoq citvofdenton.com Or mail to: City of Denton Attn: Purchasing Manager RFP #5392 901 B Texas Street Denton, Texas 76209 Or call: City of Denton Purchasing 940) 349-7100 The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. Total Contract Amount The contract total shall not exceed $250,000. Pricing shall be per Exhibit D attached. Delivery Lead Time Product shall be delivered to the City per the days noted in Exhibit D after receipt of the order, 0 . i I i , I - FrITUs PT The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: Delivery beyond the contractual delivery times after receipt of order The Contractor shall be assessed a one (1%) percent fee each week when any one of 092IR
the performance standards outlined above are not met in full. At the epd of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor's monthly profit margin. IMMEMM 1
Exhibit B City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's solicitation are applicable to Contracts/Purchase Orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after referred to as the Supplier. Any deviations must be in writing and signed by a representative of the City's 1'rocurement Department and the Supplier. No Terms and Conditions contained in the Supplier's Proposal response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the Contract/Purchase Order these written provisions will take By submitting an Offer in response to the Solicitation, the Supplier agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase Services to be performed principally at the City's premises or on public rights-of-way. 1. SUPPLIER'S OBLIGATIONS. The Supplier shall fully and timely provide all deliverables described in the with the ter ms 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 bo effective aoof the date the contract is signed by the Oty, and ohd| ouuhnoo in effect umj| all obligations are performed in accordance with the Contract. 3. SUPPLIER TO PACKAGE : The Supplier will package deliverables in accordance with good commercial practice and shall include a packing list showing the description vf each item, the quantity and unit p6no unless otherwise provided in the Specifications or Supplemental Touoo and Cnmddinun, each shipping container shall be clearly and permanently marked as tbUnve: (a) The Supplier's ommo and address, (h) the City's name, address and punrbuxe order or purchase ro\osae number and the pdoo agreement number if applicable, (c) Container number and total number nfcontainers, e.g. box l of boxes, and (d) the number ofthe container bearing the packing list, The Supplier shall bear cost nfpackaging, Deliverables shall be suitably packed to 000u,o |n~ng transportation costs and to conform toall the requirements n[ common carriers and any applicable upnoifiumion.The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists, 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Supplier ia not authorized m 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 m the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall boshipped F.(l8. point nY delivery unless otherwise spnoificdb` the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Supplier's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place vfdelivery nbuU be that set forth the purchase order.
V. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender m delivery ofdu|i,uahlox must fully comply with all provisions of the Contract as to time of delivery, qualdy, and quantity. Any non-complying tender shall constitute uhzeaoh and the Supplier shall not have the right nn substitute ncvn<onuing tender; provided, where the time for performance has not yet expired, the Supplier may notify the City of the intention to omu and may then make u conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Supplier access tn the sites where the Supplier is to pe,to,00 the oemioco as required in order for the Supplier to perform the oon/iucs in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Supplier acknowledges that it has satisfiQd itself as to the nature of the City's service requirements and specifications, the location and oav^odol characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities 000euou/T to perform the services, and any other condition or otmo of fact which could in any *ay affect pertb,00uucc of the Supplier's obligations under the contract. The Supplier hereby releases and holds the City bnrminuo 8nm and against any liability or claim for damages of any kind or nature if the uotuu| site or service conditions differ from expected conditions. 0. WORKFORCE 6. The Supplier shall employ only orderly and competent workers, skilled inthe performance nfthe services which they will perform under the Contract. B. The Supplier, its omnlvy000, eubooutmctom, 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 nr services under a City of Denton contract orno the City's property . i use or pouu000 a firearm, including n concealed handgun that is |iocoord under state |aw, oxoqnt as required by the terms vf the contract; or U. use or possess u\nnho|io or other intoxicating beverages, iUugal drugs or controlled substances, on, may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's repmaonuu>vo onbfiem the Supplier that any worker is incvmpmeoi, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has paoucxood any fireeuuu, o, has possessed or was under the ioOu0000 of alcohol or drugs on the job, the Supplier vbaU immediately remove such worker from Contract oumiccu, and may not ooup|ny such worker again on Conti-act services without the City's prior written consent. Immigration: The Supplier ,epm:ucoto and warrants that it shall comply with the requirements of the Immigration Reform and Control Act ofl986 and |990 regarding employment vorifiuouiooand 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 (^'DRUnu\ ) enacted on September 30, 1996. l\. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Supplier, it's Subcontractors, and their respective employees, ubuU comply fully with all applicable federal, state, and local healtb, mefe/y, and environmental laws, ordinances, m|oo and regulations in the pnd0000uoo of the services, including but not limited to dbv,o promulgated by the City and by the Occupational Safety and Bea|d` Administration (W88A).lo case ofconflict, the most stringent safety requirement shall govern. The Supplier shall indemnify and hold the City heoo|oao from and against all claima, demands, ouits, action,, judgments, fines, penalties and liability of every kind arising from the breach of the Supplier's obligations under this paragraph. Environmental Protection: The supplier shall beiocompliance with all applicable standards, orders, n,regulations issued yumuum to the mandates of the Clean Air Act (42 U.S.C. K7401 o/soq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. § 1251 et seq.). I—SUMN
charges, if any, shall hc listed separately. /k copy nf the bill of lading and the freight waybill, when applicable, oku\ he attached to the invoice. The Supplier's name, remittance address and, if applicable, the tax idenbficotioonumber nu the invoice must exactly match the information lo the Vendor's registration with the City. Dolena m6exwiao instructed in writing, the City may rely on the remittance address specified on the Supplier's invoice. C. lovn|cem for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices abaU also include a tabulation of work-hours at the appropriate rates and grouped by work order number, Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly uo&odzrd io the Contract, the Supplier shall pass through all Subcontract and other authorized expenses ou actual cost without markup. E. Federal excise taxes, State taxes, nr City sales taxes must not he included in the invoiced amount. The City will furnish a tax exemption oortifioatxupon request. 14. TRAVEL EXPENSES: All travel, lodging and per them expenses in connection with the Contract shall be paid 15. FINAL PAYMENT AND CLOSE-OUT: 0
A. If a DBE/MBE/WBE Program Plan is agreed to and the Supplier has identified Subcontractors, the Supplier is jj - than the MBE/WBE Comiliance Rwort to the Purchasini Manger no latet I JL11 LMYCIISUI Udj UILUI UUIII FLULIVII T1 U11 MLU-&_A11t01 UIC UVIMULA. rilldl if the Supplier 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 Supplier, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Supplier to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Supplier's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Supplier against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Supplier for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall b+ identified by the Supplier as such. 17. RIGAT TO ANDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Supplier shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other wigwctt shall 'to qyailohlo. jzit'tij, trn ] O usivess days of written reguest. Further, the Suwlier shall also re uire all Subcontractors, material suppliers, and other payees to retain all DOOKS, I-CUMUS, UUUL111U11LS MIS 19LIM UTI 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 I% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Supplier which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: requirements approved by the City. The Supplier shall not initially employ any Subcontractor except as provided in the Supplier's Plan. The Supplier shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Supplier is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Supplier by a Subcontractor shall be pursuant to a written contract between the Supplier and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Conti-act; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Supplier. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional Xay=n1s,, damages or otherwise Su- wier in sufficient time to enable the Sul2plier to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Supplier, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Supplier is required to indemnify the City.
20. WARRANTY — TITLE: The Supplier warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Supplier shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 22. WARRANTY — SERVICES: The Supplier warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Supplier may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force • effect.
Miate. It during the warranty period, one more the a5ove warranues are 01-OdULICU, MU 0A?iV11Q1 • upon reccipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Supplier. The City shall endeavor to give the Supplier written notice of the breach warranty within thirty (30) calendar days of discovery the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the SuMlier is unable or unwillin&IQ yerform 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 set-vices it may be required to purchase under the Contract from the Supplier, and purchase conforming services from other sources, In rocure such services from another source. pis immediate correction or removal and replacement of defective or non-conlorming ctenveraDM, LIJU %_1L.7NN@ accept it, the City may so. The Supplier shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the amount will be refunded to the City by the Supplier. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other artIvA's intent to %erform demand marg be made to the other 1=0 for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Supplier is observed et-forming in a manner that is in violation of Federal, State, or local guidelines, in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Supplier will cease all work until notified by the City that the violation or unsafe condition has been corrected, The Supplier shall be liable for all costs incurred the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Supplier shall be in default under the Contract if the Supplier (a) fails to fully, timely and faithfully perform any its material obligations under the Contract, (b) fails to provide adequate assurance performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Supplier's Offer, in any report or deliverable required to be submitted by the Supplier to the City.
City of Denton Materials Management Department 901 B Texas Street Denton, Texas 76209
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Supplier to the City shall become property of the City upon receipt. Any portions of such material claimed by the Supplier to be proprietary must be clearly marked as such. Determination • the public nature of the material is subject the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Supplier represents and warrants to the City that: (i) the Supplier shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Supplier in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that claims have been made by any person or entity with respect to the ownership or operation the deliverables and the Supplier does not know of any valid basis for any such claims. The Supplier shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Supplier's breach of any of Supplier's representations or warranties stated in this Contract. In the event of monitor such claim or at its ov-tion engaQe its own sel2arate counsel to act as co-counsel on the City's behalf. Further, Supplier agrees that the City's specifications regarding the deliverables shall in no way diminish Supplier's warranties or obligations under this paragraph and the City makes Ut or deliverp of such deliverables will not im act such warranties of Supplier. NFAW" W c L=uir access to certain a. of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Supplier acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Supplier (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, otherwise use the Confidential Information without the prior written consent of the City or in a manner or an order of any court or other governmental authority with proper jurisdiction, provided the Supplier promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate Qrote6tWe order, The SuUDlier agrees to use protective measures no less stringent than the Suwtier uses within its own business to protect its own most valuable information, wmcn protecuve mousufuR Man TIRE,- all ullum—tall" at least reasonable measures to ensure the continued confidentiality of the Confidential Information. all riShlsAitbes and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Supplier agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Supplier agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its lc v- n gsi nment of letters Vatent. 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 Supplier agrees that upon their r I hall be considered as work made-for-hire • the Sup lier for the City and the City shall CACUUM, UL; deliverables. With res• cct to suc wor made- I r-hire, t e Supplier agrees to execute, acknowledge, and deliver and cause each its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to • reasonably approved by the City, to the City upon delivery of such deliverabtes to the City or at such other time as the City may request.
C. Additional Assignments. The Supplier further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assien and convey i,,,, its successom-aadqns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Supplier's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Supplier agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39, PUBLICATIONS: All published material and written reports submitted under the Contract must be originally 7wwit"n t&%C -mat k -wVaa1-.YL1hen erial not orig in-aIly-dPa-eloped is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Supplier shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Supplier warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Supplier for the purpose of securin = ness. For breach or violation of this warranty, the City sraTTa"ve ne rigra, in audition any ofner remeuy UVWidDle, 10 cancei Me from any amounts owed to the Supplier, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Supplier, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Supplier or any agent or representative of the Supplier to any officer or employee of the City of Denton with a view toward securing the Contract or securin!4 favorable treatment with respect to the awarding • amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled • the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Supplier in providing such gratuities. 06MUMIM
I sm J 6. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by;g; orted 4y coy,Ueration and is in I OMMIN By under tne i ontract, or an express or impnea acceptance of any oFner existing 71 YOM ur'luuIL 11 "r,1011116, a similar or different character. 47, MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Supplier invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their aereement. No course of prior dealing between the parties or course of performance or usage of the to Dofn parties, reacing no provisions more stricity against 011C P dllty 01 LIT uNIF1. IMMM; • Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definon shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTIOA: 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 later xeriod 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, the parties waive the negotiation process, the mediator trained in mediation skills to assist with resolution of jilindar da4 mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying the skills of a person who is trained in the subject matter the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Supplier will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. IN 0
provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Conti-act be determined to be void. 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.
63. SUPPLIER LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Supplier shall be liable for all damages to government- owned, leased, or occupied property and equipment caused by the Supplier and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any RFP 5232
f ertormance pursuant to the Contract. I fie Supplier snan notrly =eTrY=,5j7r= rOGUrel 1i of any such damage within one (1) calendar day, 64. FORCE MAJEURE: The City of Denton, any Customer, and the Supplier shall not be responsible for I•-• under the Contract should it be prevented from performance by an act • 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 uu +*mmir%xw-xmt* rmance ®robservance of th-p_ requirements so affected for as long as such circumstances prevail and the Supplier continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Supplier shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 15. 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. FRIMUN
EXHIBIT C For. vendor or other person doing.bosiness with loca'11. 92-y-c Thisquestionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed inaccordance with chapter 176 of the LocalGovernment Code by a person I Dew Received who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements tinder Section 176.006(a). By law thisquestionnaire must be filedwith the records administrator of the local government entity not later than the7th business day after the datethe person becomes aware of facts thatrequire the statementto be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code, An offense under this section is a Class C misdemeanor. Name of person who has a business relationship with local governmental entity. JAAC- 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 7hbusiness day after the date the originally filed questionnaire becomes incomplete or inaccurate,) Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 includingsubparts A, B, C & D), must be completed for each officerwithwhom the filer 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. F A. Is the locA ernment officer narnef "J us section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? Yes No B, Is the filecle questionnaire recelvl::Ir likely to receivetaxableincome, other than investment income, fromoratthe directionof the local governmentofficer named in this section AND the taxable income is not received from the local governmental entity? Yes M C. Is the file is questionnaire empl y a corporation or other businessentitywith respect to which thelocal government officer ffi serves as i-wcer or director, or ho Q ownership of 10 percent or more? 00 M-K. D Describe each affiliation or business relationship. Mo ffl Signatureof person doing businesswith the governmental entity Date WTCTW' RFP 5232 Signature on File
EXHIBIT D Respondent's Name: Techline, Inc. The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Product Proposal Pricing (FOB DESTINATION): RFP 5232 COD Estimated Item # EST. AN UAL UOM Distribution Product Description Description 2 Unit Price Delivery ARO QTY Center # Days) 1 100 EA 28584100 Pad, Transformer 48" x 48" Pibercrete Armorcast A60001658 230.43 stock - 2wks 2 5 =EA 28584255 Pad, Transformer 83" x 83" x 8" Oldcastle 1805200 635.00 2 -4wks Total Cost of Products (Annual) Payment Term Discounts Payment terms for the City of Denton are typically 30 days. Please indicate the additional discount extended to each monthly invoice that is paid within the time period indicated below. Payroent Terms iacoDi$t.0/0 Invoice Paid in 20 days 0.00% Invoice Paid in 15 days 0.00% Invoice Paid in 10 days 1.0 ° NOTE: PRICING SHALL INCLUDE ALL COSTS TO DELIVER GOODS AS SPECIFIED FOB DESTINATION, RFP 5232
1. Contractor Name: TCC IAt -IV C. f,. WebsiteAddress: 7. Telephone: 1911-561-9100 8. Fax: 611- 561- C190-L 1. Date Established: 12, Former Business Name: N IN 13. Date of Dissolution: rj IN 14. Subsidiary of- NIp" RFP 5232
EXHIBIT D CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY ELECTRIC UTILITY TR-ANFORMER PADS Please detail responsibilities with the name of each key personnel. Discipline)jo Number of Staff # Licensed or Certifi -m IN RFP 5232
9. Proposing firms principle place of business: b. Company's majority owner principle place of business: T)(, c. Ultimate Parent Company's principle place of business: PAGE 43 OF RFP # 5232 RFP 5232
CITY • DENTO1' RFP FOR SUPPLY OF ELECTRIC UTILITY ELECTRIC UTILITY TRANFORMER PADS I v - 741 013T " A1 0 WIMho Any exceptions taken to this RFP must be listed on the lines below. If there are no exceptions, please sign where indicated at the bottom of the page. MMMZEE= Signature Ff 17 vi e. -1w. connPany RFP 5232 Lb MS. Date Signature on File
EXHIBIT D CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY ELECTRIC UTILITY TRANFORMER PABe'% io 'Aldc fA klqj I M IIA 11111 M DI "A MOM 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 proposal. GOVERNMENT/COMPANY NAME; . ..... -- - ---- . ....... LOCATION; CONTACT PERSON AND TITLE: 11 1 rjmzl wl'NRA IZ SCOPE OF WORK; —x'0A'Z-A'4 ..... 54wlt . ............. CONTRACT PERIOD: . . ..... REFERENCE TWO GOVERNMENT/COMPANY NAME: ... . ..... .. LOCATION: k z, , )1\'Z'c , CONTACT PERSON ANTS TITLE1 TELEPHONENUMBER:, ---74-14 .... . ... . . ..... SCOPE OF WORK:, . .............. . . .. . . ........ CONTRACT PERIOD: — ------- GOVERNMENT/COMPANY NAME LOCATION: \ICKY%, kW'N M . .......... . RFP 5232
EXHIBIT D VA W., For and in consideration of the covenants and agreements contained herein, and for the I utual benefits to be obtained hereby, the parties agree as follows: Supplier shall provide products • services in accordance with the Supplier's proposal in response thereto, a copy • which is attached hereto and incorporated herein for all purposes as Exhibit "W'. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: a) Request for Proposal (RFP # b) City of Denton Standard Terms and 0:)wfitioll., UM I Wf c) Special Terms and Conditions (Exhibit I,\ Form CIQ — Conflict of Interest Q d) hi, , , ii"14 e) Supplier's Proposal. These documents make as binding as if ca d—l'or', I'vi provisions of the (1-ii T- a(-,t-,(1o6 precedence tile they are listed sl a ml u,, Documents." RFP 5232
EXHIBIT D CITY OF Di O' KFPFOR SUPPLY OF ELECTRIC UTILITY ELECTRIC UTILITY TRANFORMER PADS JK&4- agay 1114"4 D10 I NIZI COUNTY OF DENTON The undersigned agrees this RFPbecomes the property of the City of Dentonafter the official opening. Theundersigned affirms that they are duly authorized to execute this contract, thatthis RFP has not been prepared in collusion with any other Bidder, nor any employee of the City of Denton, and that the contents of thisRFP havenot been communicated to any other proposeror to any employee of the City of Denton prior to the official opening of this bid. Respondenthereby assigns to the City any and allclaims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section I gLseg., and which arise under the antitrust laws of theState of Texas, Tex, Bus. & Coin. Code, Section 15.01, et se 4. Theundersigned affirms that they have read and do understand the specifications and any attachments contained in this RFP package. The undersigned agrees that the RFP posted on the website are the official specifications and shall not alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes, The undersigned understands they will be responsible for monitoring the City of Denton PurchasingWebsite at: ht!p://www.cityofdentoii.coin/in(lex.asux?r),,ige=397toensure they have downloaded and signed alladdendum(s) required for submission with their proposal, Should a conflict arise betweenthe PO, supplier terms, or contract; the terms and conditions set forth in this RFP shall prevail, I certify that I havemade no willful misrepresentations in thisProposalSubmission, nor have I withheld information in my statements and answers toquestions. I am aware that the information given by me in this proposal will be investigated, with my full permission, and that any misrepresentations or omissions may cause my proposalto be rejected. NAME AND ADDRESS OF COMPANY: RFP 5232 Signature on File