ROW Landscape Maintenance D&D Commercial Landscape-5925-Award/Ordinance/Pricing
Docusign City Council T ransmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Granicus #
Ordinance #
DocuSign Envelope ID: 745BAD77-D264-4218-9BA6-6640D86183B5
February 16, 2016
RFP
Enhanced Rights-of-Way Landscape Maintenance
5925
Cindy Alonzo
ID#16-105
File # 5925
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AN D D&D COMMERCIAL LANDSCAPE
MANAGEMENT
(FILE 5925 )
THIS CONTRACT is made and entered into this date ______________________, by
and between Watts Ellison LLC, d.b.a. D&D Commercial Landscape Management, a c orporation,
whose address is 9076 Forest Lane, Dallas, Texas 75243 , 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 Ci ty 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 agre e as follows:
SCOPE OF SERVICES
Supplier shall provide products and/or services in accordance with the City’s document
RFP 5925 -Enhanced Landscape Maintenance of Rights -of -Way , a copy of which is on file at the
office of Purchasing Agent and incorporate d herein for all purposes. 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) Request for Proposal (Exhibit “B” on File at the Office of the Purchasing
Agent);
(c) City of Denton Standard Terms and Conditions (Exhibit “C ”);
(d) Insurance Requirements (Exhibit “D ”);
(e) Certificate of Interested Parties Electronic Filing (Exhibit "E");
(f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F ");
(g) Contractor’s Proposal. (Exhibit "G ");
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 doc uments, 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 Document s.”
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IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
CONTRACTOR
BY: ________________________________
AUTHORIZED SIGNATURE
Date:___________________________
Name:__________________________
Title :___________________________
PHONE NUMBER
EMAIL ADDRESS
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY BY:
GEORGE C. CAMPBELL, CITY MANAGER
BY: __________________________________ Date:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: __________________________________
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Director
2/8/2016
972-352-3402
dave@ddmowing.com
Dave Myers
2016-10285
February 16, 2016
File # 5925
Exhibit A
Special Terms and Conditions
Total Contract Amount
The contract total for District s Two, Three, and the additional “on demand” services shall not
exceed $526,143 for the three -year term . Pricing shall be per Exhibit G attached (District s Two ,
Three and Additional Services sections only).
Contract Term
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 A ward 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 ex tended as needed, not to exceed a total of six (6) months.
Price Escalation and De -escalation
The City will implement an escalation/de -escalation price adjustment annually . The escalation/de -
escalation will be based on the, U.S Department of Labor, Burea u of Labor Statistics, Non
Seasonally Adjusted Employment Cost Index (ECI) for Total compensation for Private industry
workers in Service -providing; natural resources, construction, and maintenance Index
(CIU201S000400000I ). The price will be increased or decreased based upon the annual
percentage change in the PPI. The maximum escalation will not exceed +/- 8% for any individual
year. The escalation will be determined annually at the renewal date. Should the PPI change
exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted
in accordance with the PPI change not to exceed the 8% limit per year. The supplier should provide
documentation as percentage of each cost associated with the unit prices quoted for consider ation.
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 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 : purchasing@cityofdenton.com noting the solicitation
number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes .
C ontractor Standards of Performance
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Monthl y Time Standards - Contractors shall fully understand that the City relies on the service s as
described in RFP #5925 Scope of Services to provide vital municipal services, and the availability
and reliability of the equipment is of the essence. With this i n mind, the Contractor shall meet the
following performance standards at all times. Labor disputes, strikes, and other events, except
those beyond the Contractor's control such as acts of God, shall not relieve the Contractor from
meeting these standards. For service category, the Contractor must ensure the given level of
service is achieved, within the designated number of working hours.
Contractor shall deliver services within specified times for 95% of all scheduled work order s,
weather permitting.
P erformance L iquidated Damages
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 contracted lead times
Performance below contracted levels (services only)
The Contractor shall be assessed a one (1%) percent fee each month when any one of the
performance standards outlined above are not met in full. The Contractor shall be assessed a two
(2%) percent profit fee each month wh en any two (2) or more performance standards outlined
above are not met in full. At the end 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.
Payment a nd Invoices
Payment processing: The City review, inspection, and processing procedures for invoices
ordinarily require thirty (30) days after receipt of invoices or services. Submissions which call for
payment before thirty (30) days from receipt of in voice, or cash discounts given on such payment,
will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and
processing procedures can be completed as specified. It is the intention of the City of Denton to
make paymen t within thirty days after receipt of valid invoices for which services have been
received unless unusual circumstances arise. The 30 -day processing period for invoices will begin
on the date the invoice is received or the date the items or services are r eceived, whichever is
later .
Direct deposit for payments: Contractor is encouraged to arrange for receiving payments
through direct deposit. Information regarding direct deposit payments is available from the City
of Denton Purchasing website: www.dentonpurchasing.com .
Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E
McKinney St, Denton, TX, 76201 -4299 immediately following a completed cycle each week . A
pro -forma invoice shall be sent to the Community Improvement Services ’ contract administrator
as identified in the Notice to Proceed. It is the intention of the City of Denton to make payment on
completed orders within thirty days after receipt of invoice or items; whichever is later, unless
unusual circumstances arise. Invoices shall be fully d ocumented as to labor, materials, and
equipment provided, if applicable, and must reference the City of Denton Purchase Order
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Number in order to be processed. No payments shall be made on invoices not listing a
Purchase Order Number.
Invoices shall reflect the completed cycle ’s Inspection Repo rt, signed by both parties. A copy of
the completed and signed Inspection Report shall be provided by the Community Improvement
Services ’ contract administrator within five (5) business days after the completed cycle .
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Exhibit C
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 De nton 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 Te rms 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 ta ke 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 s hall 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 wit h 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 num ber 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 s uitably 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. SHI PMENT 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 deliverab les shall pass to the City
only when the City actually receives and accepts the deliverables.
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6. DELIVERY TERMS AND TRANSPORTATION CHARGES : Deliverables shall be
shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and
Con ditions. 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 p lace 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, p remises, 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 Contr actor 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 nec essary 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 other s 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, a nd 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, in cluding 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,
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disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any f irearms, 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 cons ent.
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 o n 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 ENVIRONMENT AL
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 servic es, 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 harmle ss 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 charg es, 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 -she ets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work -hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be i ncluded 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
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thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Sec tion 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 resol ved.
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 en tire 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 whi ch the Contractor is
required to
provide, are filed or reasonable evidence indicating probable filing of such claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City’s agents, employees or contractors,
which is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor’s obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or liquidated damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with
all required attachments and supporting documentation; or
vii. f ailure 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 pay ments 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
thi s 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 pa y 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 whall not be reimbursed, unless otherwise
negotiated.
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15. FINAL PAYMENT AND CL OSE -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 o f 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 wi th 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 te st 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 a nd 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 C ity similar access to those documents.
All books and records will be made available within a 50 mile radius of the City of Denton. The
cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater.
If an overpaymen t 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 an d 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 com ply 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
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has been approved, the Contr actor is additionally required to submit a monthly Subcontract
Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day
of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a wri tten 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 str ict
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 ad ditional 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 Subcontracto rs 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 C ity 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 a cts 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 p ayment 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 payme nt 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 tha t 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 Contracto r 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 defect s 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 deliverabl es 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, th e 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 sha ll 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 discov ery 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 Contrac tor 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
man ufacturer’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 accordanc e 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 war ranty 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 m ore 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 born e 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
th is 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
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Contractor, and purchase conforming services from other sources. In such event, the Contractor
shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such
services from another so urce.
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 shal l 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 ne cessary 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 t o 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 co rrected. 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 misrepresen tation 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 s atisfaction 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 Contract or’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 C ontractor from the City’s vendor list for three (3) years and
any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by
law.
28. TERMINATION WITHOUT CAUSE : The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written
notice. Upon receipt of a notice of termination, the Contract or shall promptly cease all further work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
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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 e xecute 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 Resolutio n 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 co ntract 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 de scription, 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 lim ited 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, los s 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 no n -
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,
EMPLOYE ES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
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CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CON TRACTOR’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 amount s 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 type s 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 re quired 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 opti on 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 shal l
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 com panies 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
cancellati on 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 a pply 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
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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 req uirements 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 Contr act.
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 endea vor to provide the City thirty (30) calendar days’ written
notice of erosion of the aggregate limits below occurrence limits for all applicable
coverage’s indicated within the Contract.
xiv. The insurance coverage’s specified in within the solicitation and requirements are
required minimums and are not intended to limit the responsibility or liability of the
Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
33. CLAIMS : If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse affect on the
Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis there of; 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) busines s 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 C ity at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL : All material
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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 W ARRANTY 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 wit h 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 enti ty 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 liabili ty, 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 o ther 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
unaut horized 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 maint ain 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 thi s 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 protectiv e 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 wo rld in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees
to disclose such patentable subject matter to the City. Further, if requested by the City, the
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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 t o 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 Ci ty’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 C ity (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 Ci ty, 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 execut e, 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
unde r 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 develop ed 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 b y 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, exceptin g 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 availa ble, 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,
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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 s ecuring 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 t hat 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 know ledge, 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 crea ting 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 fo r 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 des ignee 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 an d 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 t here 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
suppor ted 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 obliga tions under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
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47. MODIFICATIONS : The Contract can be modified or amended only by a writing signed by
both par ties. 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 fi nal, 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 Cont ract 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 t he
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 bre ach 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 writt en 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 decis ion -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 nego tiating 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 th ey 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 med iator’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 und er 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 l aw 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
c onstrued 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.
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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 Contra ct 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 p rovisions 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)
M LK 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 t he 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 t o 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 o r 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 curr ently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of
Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any
discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability,
creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected
to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
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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. "Co mponent" 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 in to 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. "Do mestic 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 per cent 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 quali ty 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 e nd 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. 10a - 10d) provides a preference for domestic end products
for sup plies 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 i t 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 co ntract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXE S: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
respondent.
59. PREVAILING WAGE RATE S: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis -Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD -2509).
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60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The 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 perf ormance 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 withholdin g 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 cost s, 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; 4 1 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 LI ABILITY FOR DAMAGE T O GOVERNMENT PROPERT Y: 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 deliv ery 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 C ustomer, 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 o f the City of Denton. In the event of an occurrence under this Section, the
Respondent will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within f ive (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 P arty
under the Contract will not affect the right of such Party to require performance in the future. No
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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, prec lude, 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 SOVEREI GN IMMUNITY: The Parties expressl y 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 r etain 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
f ollowing 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 condi tions
4. Purchase order
5. Supplier terms and conditions
E xhibit D
INSURANCE REQUIREMENTS AND
WORKERS’ COMPENSENTATION REQUIREMENTS
Upon contract execution , all insurance requirements shall become contractual obligations, which
the successful contractor s hall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
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Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall provide and maintain until the contracted work has been complet ed 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, containin g 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 unt il 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, a nd 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 rati ng 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 Additi onal 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 se parately 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.
Cancellation: City requires 30 day written notice should any of the policies
de scribed on the certificate be cancelled or materially changed before the
expiration date.
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 b e 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 o btain Owners and Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for payments
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originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstate d 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 longe r, if so noted:
[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, inde pendent 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, c ollapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of not less than $500,000 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
liabil ity 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.
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[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 Lab or 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 $5 00,000.00
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
req uired under this Agreement.
[ ] 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 in terests may appear.
[ ] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
[ ] Riggers Insurance
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The Contractor shall provide coverage for Rigger’s Liability. Said co verage 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 li mits 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 cover age 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 t he contract
specifications.
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ATTACHMENT 1
[X] 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
certi ficate 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 provid ing 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 cont ractor 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
furn ishes 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 act ivities 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 ove rage
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:
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1. a certificate of coverage, prior to th at person beginning work on the
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 certific ate
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 a nd 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 covera ge 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 tha t 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:
1. provide coverage, based on pr oper 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 o f 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 proj ect;
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 ea ch 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
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b. a new certificate of coverage showing extension of coverage, prior to the
end of the coverage p eriod, 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 cer tificate 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 covera ge 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 Regu lation. Providing false or
misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. Th e 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.
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Exhibit E
Certificate of Interested Par ties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested part ies (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish an original notarized Certificate of Interest Parties
before the contract is awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at:
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Sign and nota rize the Form 1295
6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
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Exhibit F
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 ac cordance 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 b e 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 co mmits 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.
2
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 7 th business day
after the date on which you beca me aware that the originally filed questionnaire was incomplete or inaccurate.)
3 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(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?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the lo ca l 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 governm ent officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict o f Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
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Best and Final Offer (BAFO)Respondent's Business Name
Principal Place of Business (City and State)
Services Proposal Pricing:
ITEM Location
Average ROW
Area
(feet)
Type of Service Frequency Acreage Annual # of
Cycles
Cost Per Acre
(Rounded to Nearest
Cent)
Cost of
Service Per
Weekly Cycle
Annual Cost of Service
47 Total
7 Debris and Litter Removal Weekly 37.5 30 $20.50 $768.75 $23,062.50
7a Mowing, Weed Eating, Trimming,
Edging, and Debris/Litter Removal
Bi-Weekly (March -
November)37.5 15 $60.00 $2,250.00 $33,750.00
8 Debris and Litter Removal Weekly 5 25 $20.50 $102.50 $2,562.50
8a Mowing, Weed Eating, Trimming,
Edging, and Debris/Litter Removal
Bi-Weekly (March -
November)5 15 $60.00 $300.00 $4,500.00
9 Debris and Litter Removal Weekly 0.25 25 $20.50 $5.13 $128.13
9a Mowing, Weed Eating, Trimming,
Edging, and Debris/Litter Removal
Bi-Weekly (March -
November)0.25 15 $592.00 $148.00 $2,220.00
10 Debris and Litter Removal Weekly 0.75 25 $20.50 $15.38 $384.38
10a Mowing, Weed Eating, Trimming,
Edging, and Debris/Litter Removal
Bi-Weekly (March -
November)0.75 15 $60.00 $45.00 $675.00
11 Debris and Litter Removal Weekly 0.25 25 $90.00 $22.50 $562.50
11a Mowing, Weed Eating, Trimming,
Edging, and Debris/Litter Removal
Bi-Weekly (March -
November)0.25 15 $60.00 $15.00 $225.00
12 Debris and Litter Removal Weekly 0.25 25 $148.00 $37.00 $925.00
12a Mowing, Weed Eating, Trimming,
Edging, and Debris/Litter Removal
Bi-Weekly (March -
November)0.25 15 $296.00 $74.00 $1,110.00
13 Debris and Litter Removal Weekly 2 25 $39.00 $78.00 $1,950.00
13a Mowing, Weed Eating, Trimming,
Edging, and Debris/Litter Removal
Bi-Weekly (March -
November)2 15 $60.00 $120.00 $1,800.00
14 Debris and Litter Removal Weekly 1 25 $39.00 $39.00 $975.00
14a Mowing, Weed Eating, Trimming,
Edging, and Debris/Litter Removal
Bi-Weekly (March -
November)1 15 $60.00 $60.00 $900.00
Entire property
To the curb lines on the
street and up to the
private property line
Fence to Fence
Fence to fence (private
property lines) or 3 ft.
past the top of the
channel to the curb lines
where it front the street
15 to 40 ft.
Majority being the max
width
Entire property
To the curb lines of the
street
3 ft. past the top of the
channel
D&D COMMERCIAL LANDSCAPE MANAGEMENT
DALLAS TEXAS
RFP 5925 Pricing Sheet for Rights-of-Way Enhanced Maintenance Services
The respondent shall complete the following section, which directly corresponds to the specifications. The respondent shall not make changes to this format.
DISTRICT TWO
Mingo Road from McKinney/Bell intersection to
Cooper Creek
Rail Yard located in between McKinney and Sycamore
Streets
Marshall Street Drainage located in between Locust
and Oakland Streets
City Hall Main Drainage located at 215 E. McKinney St.
(behind City Hall)
427 Robertson (vacant City lot)
Prairie Street Drainage from 508 Prairie to Wainwright
Street
Windsor/Kings Row Drainage from Kings Row to
Windsor
Windsor/Nottingham Drainage located in between
Windsor and Nottingham
1
DocuSign Envelope ID: 745BAD77-D264-4218-9BA6-6640D86183B5
ITEM Location
Average ROW
Area
(feet)
Type of Service Frequency Acreage Annual # of
Cycles
Cost Per Acre
(Rounded to Nearest
Cent)
Cost of
Service Per
Weekly Cycle
Annual Cost of Service
DISTRICT TWO 55 Total
15 Debris and Litter Removal Weekly 11 30 $20.50 $225.50 $6,765.00
15a Mowing, Weed Eating, Trimming,
Edging, and Debris/Litter Removal
Bi-Weekly (March -
November)11 15 $60.00 $660.00 $9,900.00
16 Debris and Litter Removal Weekly 17 30 $20.50 $348.50 $10,455.00
16a Mowing, Weed Eating, Trimming,
Edging, and Debris/Litter Removal
Bi-Weekly (March -
November)17 15 $60.00 $1,020.00 $15,300.00
17 Debris and Litter Removal Weekly 17 30 $20.50 $348.50 $10,455.00
17a Mowing, Weed Eating, Trimming,
Edging, and Debris/Litter Removal
Bi-Weekly (March -
November)17 15 $60.00 $1,020.00 $15,300.00
18 Debris and Litter Removal Weekly 1.75 30 $39.00 $68.25 $2,047.50
18a Mowing, Weed Eating, Trimming,
Edging, and Debris/Litter Removal
Bi-Weekly (March -
November)1.75 15 $60.00 $105.00 $1,575.00
19 Debris and Litter Removal Weekly 1 30 $20.50 $20.50 $615.00
19a Mowing, Weed Eating, Trimming,
Edging, and Debris/Litter Removal
Bi-Weekly (March -
November)1 15 $60.00 $60.00 $900.00
20 Debris and Litter Removal Weekly 0.75 25 $39.00 $29.25 $731.25
20a Mowing, Weed Eating, Trimming,
Edging, and Debris/Litter Removal
Bi-Weekly (March -
November)0.75 15 $60.00 $45.00 $675.00
21 Debris and Litter Removal Weekly 0.75 25 $39.00 $29.25 $731.25
21a Mowing, Weed Eating, Trimming,
Edging, and Debris/Litter Removal
Bi-Weekly (March -
November)0.75 15 $60.00 $45.00 $675.00
22 Debris and Litter Removal Weekly 1.25 25 $39.00 $48.75 $1,218.75
22a Mowing, Weed Eating, Trimming,
Edging, and Debris/Litter Removal
Bi-Weekly (March -
November)1.25 15 $60.00 $75.00 $1,125.00
23 Debris and Litter Removal Weekly 3 30 $39.00 $117.00 $3,510.00
23a Mowing, Weed Eating, Trimming,
Edging, and Debris/Litter Removal
Bi-Weekly (March -
November)3 15 $60.00 $180.00 $2,700.00
On the added drainage
channel, 3 ft. past the top
of the channel & to the
curb lines at street front
High is 190 feet on the
Loop 288 bridge. Low is 8
ft. Average is about 30 ft.
High is 170 feet
Low is 2 feet
Average is 45 feet
3 feet past the top of the
channel or to the fence
line of private property
Low is 1 foot
High is 15 feet
Average is 10 feet
DISTRICT THREE
FM 426 (McKinney Street) from Bell Avenue to Billy
Ryan H.S., including Drainage channel in the 800 block
Loop 288 from Colorado Blvd. to U.S. 380
US 377 (Fort Worth Drive) from Interstate 35E to
Vintage Blvd
Mack Park from South side of Mack Park to Audra Lane
Woodrow Lane Sidewalk from 300 Woodrow, runs
south to the end of the tree line across from 725
Woodrow on the western side of road. Heading north,
from 725 Woodrow to dirt driveway before 215
Woodrow
Water Oak Drainage from Paisley Street to McKinney
Street
Stockton Drainage from Mockingbird to Audra
Baldwin Drainage from Kerley to Thomas Rivera
Elementary School
Dallas Drive from Interstate 35E to Teasley Lane
3 feet past the top of the
channel or to the fence
line of private property
From the top of the
channel to the private
property line average is
about 10 feet
Fence to fence
Low is 40 feet
High is 75 feet
Average is about 60 ft.
2
DocuSign Envelope ID: 745BAD77-D264-4218-9BA6-6640D86183B5
ITEM Location
Average ROW
Area
(feet)
Type of Service Frequency Acreage Annual # of
Cycles
Cost Per Acre
(Rounded to Nearest
Cent)
Cost of
Service Per
Weekly Cycle
Annual Cost of Service
DISTRICT TWO 24 Debris and Litter Removal Weekly 0.75 30 $39.00 $29.25 $877.50
24a Mowing, Weed Eating, Trimming,
Edging, and Debris/Litter Removal
Bi-Weekly (March -
November)0.75 15 $60.00 $45.00 $675.00
25 Debris and Litter Removal Weekly 0.25 30 $200.00 $50.00 $1,500.00
25a Mowing, Weed Eating, Trimming,
Edging, and Debris/Litter Removal
Bi-Weekly (March -
November)0.25 15 $592.00 $148.00 $2,220.00
ITEM Unit of Measure YEAR 1 YEAR 2 YEAR 3 TOTAL
42 1 manhour $37.00 $37.00 $37.00 $ 111.00
43 1 manhour $37.00 $37.00 $37.00 $ 111.00
44 1 manhour $68.00 $68.00 $68.00 $ 204.00
45 1 manhour $37.00 $37.00 $37.00 $ 111.00
46 1 manhour $37.00 $37.00 $37.00 $ 111.00
47 1,000 square feet $0.003 $0.003 $0.003 $ 0.009 $130.68 MIN $65.00 AT LESS THAN HALF ACRE
48 Per Item $25.00 $25.00 $25.00 $ 1,335.00
49 Each $120.00 $120.00 $120.00 $360.00
50 Each $120.00 $120.00 $120.00 $360.00
$481.00 $241.00 $241.00 $963.01
Fence to fence to the
curb where it fronts the
street & 3 feet past the
top of the channel.
Top of channel to fence
line, to curb where it
fronts the street.
TOTAL
Cost of Additional Services (All Districts):
DESCRIPTION
Hourly Rate for Tree Trimming
Cost for initial clean-up service: mowing for grass and weeds in excess of 12 inches,
weed eating and edging
Cost for initial clean-up service: excessive debris and litter removal
Hourly Rate for Tree Removal, pre-approved by City's Forester
Hourly Rate for Weed Eating
Hourly Rate for Edging
Broadleaf Herbicide Application per 1,000 sq. ft.
Per Item Rate for Removal of Dumped Items
Hourly Rate for Tree Stump Grinding (following a tree removal)
Dallas Drive Drainage (Akers) located at 700 Dallas
Drive, next to Akers Towing
Dallas Drive Drainage (Duncan) located between 1019
and 1025 Dallas Drive (from Dallas Dr. to Duncan St.)
3
DocuSign Envelope ID: 745BAD77-D264-4218-9BA6-6640D86183B5
Certificate Of Completion
Envelope Id: 745BAD77D26442189BA66640D86183B5 Status: Completed
Subject: Please DocuSign: Contract Documents-RFP #5925
Source Envelope:
Document Pages: 37 Signatures: 4 Envelope Originator:
Certificate Pages: 6 Initials: 0 Cindy Alonzo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Cynthia.Alonzo@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
2/5/2016 2:45:58 PM
Holder: Cindy Alonzo
Cynthia.Alonzo@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Cindy Alonzo
cynthia.alonzo@cityofdenton.com
Buyer
City of Denton
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Completed
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Dave Myers
dave@ddmowing.com
Director
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John Knight
john.knight@cityofdenton.com
Deputy City Attorney
City of Denton
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George C. Campbell
george.campbell@cityofdenton.com
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City of Denton
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Jennifer Bridges
jennifer.bridges@cityofdenton.com
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Electronic Record and Signature Disclosure
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Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM
Parties agreed to: Dave Myers, Julia Winkley, Julia Winkley, Robin Fox
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