Electric Utility Line Tree Trimming Services-5991-Award/Ordinance/Pricing
Docusign City Council T ransmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Granicus #
Ordinance #
DocuSign Envelope ID: 477B6DE7-16CD-469B-8E82-808DA9E9521A
2/2/2016
5991 RFP
Electric Utility Line Tree Trimming Services
Rebecca Hunter
RFP# 5991
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND ABC PR OFESSIONAL TREE SERVICES, INC.
(FILE 5991)
THIS CONTRACT is made and entered into this date ______________________, by
and between ABC PROFESSIONAL TREE SERVICES , INC., a corporati on, whose address is
201 FLINT RIDGE ROAD, WEBSTER, TX 77598, hereinafter referred to as "Contractor," and
the CITY OF DENTON, TEXAS , a home rule municipal corporat ion, hereinafter referred to as
"City," to be effective upon approval of the Denton City Council and subsequent execution of this
Contract by the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants a nd agreements contained herein, and for the
mutual benefits to be obtained he reby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products and/or servi ces in accordance with the City’s document
RFP 5991-ELECTRIC UTILITY LI NE TREE TRIMMING SERVICES , a copy of which is on
file at the office of Purchasing Agent a nd incorporated 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 th e Office of the Purchasing
Agent);
(c) City of Denton Standard Terms and Conditions (Exhibit “C”);
(d) Insurance Requirements (Exhibit “D”);
(e) Contractor’s Proposal (Exhibit "E");
(f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
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IN WITNESS WHEREOF, the pa rties of these presents have executed this agreement in
the year and day first above written.
CONTRACTOR
BY: __________________________
AUTHORIZED SIGNATURE
Date:______________________
Name:_____________________
Title:______________________
Phone 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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Manager
281-280-1115
1/21/2016
Martin Arriola
2/5/2016
RFP# 5991
Exhibit A
Special Terms and Conditions
Total Contract Amount
The contract total for services shall not exceed $3,849,256.50. Pricing shall be per Exhibit E
attached.
Contract Terms
The contract term will be one (1) year, effective from date of award. The City and the Supplier
shall have the option to renew this contract for an additional two (2) one-year periods.
The contract shall commence upon the issuance of a Notice of Awa rd by the City of Denton and
shall automatically renew each year , from the date of award by C ity Council, unless either party
notifies the other prior to the sche duled renewal date. At the sole option of the City of Denton, the
contract may be further extended as neede d, not to exceed a total of six (6) months.
Price Escalation and De-escalation
The City will implement an escal ation/de-escalation pr ice adjustment annually. The escalation/de-
escalation will be based upon manufacturer published pricing sheets to the vendor. The price will
be increased or decreased based upon the annually percentage cha nge in the manufacturer’s price
list. The price adjustment will be determined annually from the award date. Should the change
exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall
be adjusted in accordance with the published pri ce change. It is the supplier or the Cities
responsibility to request a price adjustment annually in writing. If no request is made, then it will
be assumed that the bid pr ice will be in effect. The supplier must submit or make available the
manufacturers pricing sheet used to calculat e the bid proposal, to participate in the
escalation/de-escalation clause.
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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 Terms and Conditions contained in the seller’s proposal response, invoice or
statement shall serve to modify the terms set fo rth herein. If there is a conflict between the
provisions on the face of the contract/purchase orde r these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted a nd fully negotiated. Unless otherw ise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solic itation to purchase services to be performed
principally at the City’s premis es 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 th e Contractor’s Offer in strict accordance with
the terms, covenants, and conditions of the Contr act 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 signe d by the City, and shall con tinue in effect until all
obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES : The Contractor will package
deliverables in accordance with good commercial pr actice 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 Conditi ons, each shipping container shall be clearly
and permanently marked as follows: (a) The Contra ctor's name and address, (b) the City’s name,
address and purchase order or purchase releas e number and the price agreement number if
applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the
number of the container bearing the packing list. The Contractor shall bear cost of packaging.
Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all
the requirements of common carriers and any appli cable specification. The City's count or weight
shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED : The Contractor is not authorized to
ship the deliverables under reserva tion and no tender of a bill of lading will ope rate as a tender of
deliverables.
5. TITLE & RISK OF LOSS : Title to and risk of loss of the deliverables shall pass to the City
only when the City actually rece ives and accepts the deliverables.
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6. DELIVERY TERMS AND TR ANSPORTATION CHARGES : Deliverables shall be
shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and
Conditions. Unless otherwise stated in the Offer, th e Contractor’s price shall be deemed to include
all delivery and transportation charges. The City shall have the right to designate what method of
transportation shall be used to ship the deliverables. The place of delivery shall be that set forth
the purchase order.
7. RIGHT OF INSPECTION AND REJECTION : The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defec tive or non-conforming deliverables. If the City
has the right to inspect the Contractor’s, or the Contractor’s Subcontracto r’s, facilities, or the
deliverables at the Contractor’s, or the Contractor’s Subcontractor’s , premises, the Contractor shall
furnish, or cause to be furnished, without additiona l charge, all reasonable f acilities and assistance
to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER : Every tender or deliv ery of deliverables
must fully comply with all provisions of the Cont ract as to time of de livery, quality, and quantity.
Any non-complying tender shall constitute a breach a nd 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 servi ces as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance w ith and subject to the
applicable security laws , rules, and regulations. The Contract or 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 wo rk sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
in any way affect performance of the Contractor’s obligations unde r the contract. The Contractor
hereby releases and holds the City harmless from a nd against any liability or claim for damages of
any kind or nature if the actua l site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precauti ons for the safety of their employees,
City Staff, participants and others on or near the City’s facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees , subcontractors, and subcontrac tor's employees may not while
engaged in participating or res ponding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a con cealed handgun that is licensed under state law,
except as required by the te rms of the contract; or
ii. use or possess alcoholic or other intoxica ting 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 firearms, or has possessed or was under the in fluence of alcohol or drugs on the job, the
Contractor shall immediately remove such work er from Contract services, and may not employ
such worker again on Contract services w ithout the City's prior written consent.
Immigration: The Contractor represents and warrants th at it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding empl oyment verification
and retention of verification fo rms for any individuals hired on or after November 6, 1986, who
will perform any labor or servi ces under the Contract and the Il legal Immigration Reform and
Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS : The Contractor, it’s Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safet y, and environmental laws,
ordinances, rules and regulations in the performance of the serv ices, including but not limited to
those promulgated by the City and by the Occupati onal Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement sh all govern. The Contractor shall
indemnify and hold the City harmless from an d against all claims, demands, suits, actions,
judgments, fines, penalties and liability of every kind arising from the bre ach of the Contractor’s
obligations under th is paragraph.
Environmental Protection: The Respondent shall be in complianc e with all applic able standards,
orders, or regulations issued pursuant to the manda tes of the Clean Ai r 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 invoi ces in duplicate on each pur chase order or purchase
release after each delivery. If par tial shipments or deliveries are au thorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoi ce number, the purchase order or delivery
order number and the master agreement number if applicable, the Department’s Name, and
the name of the point of contact for the Department . Invoices shall be itemized and
transportation charges, if any, shal l 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 identifica tion number on the invoice must exactly match the
information in the Vendor’s registration with the City. Unless otherwise in structed in writing, the
City may rely on the remittance address specified on the Contractor’s invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly iden tified. Invoices shall also includ e a tabulation of work-hours at the
appropriate rates and grouped by wo rk order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in th e Contract, the Contract or shall pass through all
Subcontract and other aut horized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount.
The City will furnish a tax ex emption certificate upon request.
13. PAYMENT :
A. All proper invoices need to be sent to Accounts Payable. Appr oved 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 paragr aph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contract or will be paid for the
partial shipment or delivery, as stated above, pr ovided that the invoice matches the shipment or
delivery.
D. The City may withhold or set off the entire pa yment 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-conf orming deliverables by the Contractor;
ii. third party claims, which are not covered by the insuran ce which the Contractor is
required to
provide, are filed or reasona ble evidence indicating probabl e filing of such claims;
iii. failure of the Contractor to pay Subcontract ors, or for labor, materials or equipment;
iv. damage to the property of the City or th e City’s agents, employees or contractors,
which is not covered by insurance requi red to be provided by the Contractor;
v. reasonable evidence that the Contractor’s ob ligations will not be co mpleted within the
time specified in the Contract, and that th e unpaid balance would not be adequate to
cover actual or liquidated dama ges for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with
all required attachments and supporting documentation; or
vii. failure of the Contractor to comply w ith any material provis ion of the Contract
Documents.
E. Notice is hereby given that any awarded firm who is in arr ears to the City of Denton for
delinquent taxes, the City may of fset indebtedness owed the C ity 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 Ci ty for payments made by credit ca rd 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 so lely from funds Appropriated and available for
this contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the ex tent funds are not Appropriated or available and any deliverables
delivered but unpaid shall be retu rned 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 Co ntract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligat ions 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 C ontractor, 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 f acilities shall not be re imbursed, unless otherwise
negotiated.
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15. FINAL PAYMENT AND CLOSE-OUT :
A. If a DBE/MBE/WBE Program Plan is agr eed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Clos e-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, re tainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City agains t the Contractor, except claims (1) which have
been previously asserted in writ ing and not yet settled, (2) arisin g from defective work appearing
after final inspection, (3) arising fr om failure of the Contractor to comply with the Contract or the
terms of any warranty specified he rein, (4) arising from the Contra ctor’s continuing obligations
under the Contract, including but no t limited to indemnity and warra nty 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 assert ed in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT : If the price stated on th e Offer includes the cost
of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of th e 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 b ooks, records, documents and other
evidence pertaining to the Contract period and five y ears thereafter, except if an audit is in progress
or audit findings are yet unresolve d, in which case records shall be kept until all audit tasks are
completed and resolved. These books, records, docum ents 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 pay ees to retain all books, records, documents and
other evidence pertaining to the Contract, and to allow the City similar access to those documents.
All books and records will be made available within a 50 mile radius of the City of Denton. The
cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater.
If an overpayment of 1% or great er 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 s ection shall be a material breach of the Contract
and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the
terms “books”, “records”, “documents ” and “other evidence”, as used above, shall be construed to
include drafts and electroni c files, even if such drafts or elec tronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS :
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by th e 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 S ubcontractor. If a Plan
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has been approved, the Contractor is additionally required to submit a monthly Subcontract
Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day
of each month.
B. Work performed for the Contractor by a Subcont ractor shall be pursuant to a written contract
between the Contractor and Subcont ractor. The terms of the subcont ract may not conflict with the
terms of the
Contract, and shall c ontain provisions that:
i. require that all deliverables to be provided by the Subcontra ctor be provided in strict
accordance with the provisions, specifi cations and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any porti on of the Contract
without the prior written consen t of the City and the Contract or. The City may require, as
a condition to such further subcontracting, th at the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoi ces and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance w ith the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the t ype and amounts specified for th e Contractor, with the City
being a named insured as its interest shall appear; and
v. require that the Subcontracto r indemnify and hold the City harmless to the same extent
as the Contractor is requ ired 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 respon sible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the bene fit of any such Subcon tractor any contractual
relationship between the City and any such Subcont ractor, nor shall it create any obligation on the
part of the City to pay or to see to the paymen t 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 receip t of payment from the City.
19. WARRANTY-PRICE :
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's
current prices on orders by others for like deliverables under simila r terms of purchase.
B. The Contractor certifies that th e prices in the Offer have been arrived at independently without
consultation, communication, or agreement for th e 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, th e City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in ex cess of the Contractor's current
prices on orders by others for like deliver ables under similar terms of purchase.
20. WARRANTY – TITLE : The Contractor warrants that it has good and inde feasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
claims, security interests and encumbrances. Th e Contractor shall inde mnify 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 sha ll be free from defects in design, workmanship or
manufacture, and conform in all material respects to the specifications, dr awings, 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 St ate, Federal or local laws , rules, and regulations,
and industry codes and standards. Unless otherwise stated in the Solicitatio n, the deliverables shall
be new or recycled merchandise , and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude or di sclaim the foregoing warranty or any warranty
implied by law; and any attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the date of acceptance of the de liverables or from the date of acceptance of any replacement
deliverables. If during the warranty period, one or more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables,
or replace the non-c onforming deliverables with fully conforming deliverabl es, 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 born e 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 disc overy 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 C ity, then in addition to any othe r available remedy, the City may
reduce the quantity of deliverables it may be re quired to purchase under the Contract from the
Contractor, and purchase confor ming deliverables from other sources. In such event, the
Contractor shall pay to the City upon demand the in creased cost, if any, in curred by the City to
procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate
manufacturer’s warranty, the Contractor shall tr ansfer and assign such ma nufacturer’s warranty to
the City. If for any reason the manufacturer’s warranty cannot be fu lly transferred to the City, the
Contractor shall assist and cooperate with the City to the fullest extent to enforce such
manufacturer’s warranty fo r the benefit of the City.
22. WARRANTY – SERVICES : The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and workmanlike
manner in accordance with genera lly accepted industry standard s and practices, the terms,
conditions, and covenants of the C ontract, and all applicable Federa l, State and local laws, rules
or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the Acceptance Date. If during the warranty peri od, one or more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be borne by the Cont ractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
of the breach warranty, but failure to give timely notice shall not impair the City’s rights under
this section.
C. If the Contractor is unable or unwilling to pe rform its services in accordance with the above
standard as required by the Cit y, then in addition to any othe r available remedy, the City may
reduce the amount of services it may be requi red 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, incurr ed by the City to procure such
services from another source.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES : If,
instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City ma y do so. The Contractor shall pay
all claims, costs, losses and damages attributable to the City’s evaluation of and determination to
accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final
payment, the City may deduct such amounts as ar e necessary to compensate the City for the
diminished value of the defective or non-confor ming deliverables. If the acceptance occurs after
final payment, such amount will be refunded to the City by the Contractor.
24. RIGHT TO ASSURANCE : Whenever one party to the Cont ract in good faith has reason to
question the other party’s intent to perform, de mand may be made to the other party for written
assurance of the intent to perform. In the event th at no assurance is given w ithin 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 w ill cease all work until notified by the City that the violation or
unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the
City as a result of the issuance of such Stop Work Notice.
26. DEFAULT : The Contractor shall be in default under the Cont ract if the Contractor (a) fails to
fully, timely and faithfully perform any of its mate rial 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 Stat es or (d) makes a material misrepresentation in
Contractor’s Offer, or in any report or deliverab le 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 ca use, by written notice eff ective ten (10) calendar
days, unless otherwise specified, af ter the date of such notice, unl ess the Contractor, within such
ten (10) day period, cures such default, or prov ides evidence sufficient to prove to the City’s
reasonable satisfaction that such default does not, in fact, exist. In addi tion to any other remedy
available under law or in equity, the City shall be entitled to recover al l 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, reas onable 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 th e Contractor from the City’s vendor list for three (3) years and
any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by
law.
28. TERMINATION WITHOUT CAUSE : The City shall have the right to terminate the
Contract, in whole or in part, w ithout cause any time upon thirty (30) calendar days’ prior written
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
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City shall pay the Contractor, to the extent of funds Appropriated or othe rwise legally available
for such purposes, for all goods delivered and servi ces performed and obligat ions incurred prior to
the date of termination in acco rdance 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 a nd may result in legal action.
30. DELAYS :
A. The City may delay scheduled de livery or other due dates by writ ten 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 sh all negotiate an equitabl e adjustment for costs
incurred by the Contractor in the Contract pric e and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment w ithin thirty (30) calendar days from the date of
receipt of the noti ce of delay. Failure to ag ree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragra ph 49. However, nothing in this provision shall
excuse the Contractor from de laying the delivery as notified.
B. Neither party shall be liable fo r any default or delay in the pe rformance 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, so vereign conduct, or a ny other cause beyond the
reasonable control of such Party. In the event of default or delay in cont ract performance due to
any of the foregoing causes, then the time for co mpletion of the services will be extended;
provided, however, in such an event, a conference will be he ld within three (3) business days to
establish a mutually agreeable peri od of time reasonably necessary to overcome the effect of such
failure to perform.
31. INDEMNITY :
A. Definitions:
i. "Indemnified Claims" shall include any a nd all claims, demands, suits, causes of action,
judgments and liability of ever y character, type or description, includ ing all reasonable
costs and expenses of litigati on, mediation or other alternat e dispute resolution mechanism,
including attorney and other prof essional fees for: (1) damage to or loss of the property of
any person (including, but not limited to the C ity, the Contractor, their respective agents,
officers, employees and subcont ractors; the officers, agen ts, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's
compensation, loss of services, or loss of inco me 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 partie s), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally imposed
strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (A T THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, IT S SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
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CONCERNING OR RESULTING FROM TH E FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOY EES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INC LUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAI NST 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 mini mum amounts acceptable to the City of Denton.
The insurance shall be written by a company licensed to do busin ess in the Stat e of Texas and
satisfactory to the City of Denton.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to, as submitted to the City and approved by the City w ithin the procurement
process, for the duration of the Contract, in cluding 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 verificatio n of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City. Failure to
provide the required Certificate of Insurance may subject the Of fer to disqualification from
consideration for award. The Cont ractor must also forward a Ce rtificate of Insurance to the
City whenever a previously identified policy period has expired, or an extension option or
hold over period is exercised, as ve rification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve or decrease the liab ility of the Contractor hereunde r 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 co mmencing work on the project.
v. The Contractor’s and all subcontractors ’ insurance coverage shall be written by
companies licensed to do business in the State of Texas at the time the policies are issued
and shall be written by companies with A.M. Best ratings of A- VII or better . The City
will accept workers’ compensation coverage wr itten by the Texas Workers’ Compensation
Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Ce rtificate 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 appl y to the City where the City is an additional
insured shown on any policy. It is intended that policies requir ed in the Contract, covering
both the City and the Contractor, shall be co nsidered primary coverage as applicable.
viii. If insurance policies are not written for am ounts agreed to with the City, the Contractor
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shall carry Umbrella or Excess Liability Insura nce for any differences in amounts specified.
If Excess Liability Insurance is provided, it sh all 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 endorseme nts thereto and may make any
reasonable requests for deletion or revision or modi fication of particular policy terms,
conditions, limitations, or exclusions except where policy pr ovisions 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 th e insurance requirements set forth during the
effective period of the Contract and to make reasonable adjustments to insurance coverage,
limits, and exclusions when deemed necessary and prudent by the City based upon changes
in statutory law, court decisi ons, the claims history of the industry or financial condition
of the insurance company as well as the Contractor.
xi. The Contractor shall not cau se any insurance to be canc eled nor permit any insurance
to lapse during the term of the Contract or as re quired in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self -insured retentions shall be
disclosed on the Certif icate of Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written
notice of erosion of the aggregate limits below occurrence limits for all applicable
coverage’s indicated within the Contract.
xiv. The insurance coverage’s specified in within the solicitation and requirements are
required minimums and are not intended to li mit 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 acti on is asserted against the Contractor which
arises under or concerns the Cont ract, or which could have a ma terial adverse affect on the
Contractor’s ability to perform thereunder, the Contractor sha ll give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the C ontractor. Such not ice to the City
shall state the date of notificati on of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such noti ce 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 St reet, Denton, Texas 76201.
34. NOTICES : Unless otherwise specified, all notices, re quests, or other comm unications required
or appropriate to be given under the Contract sha ll be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Ce rtified 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 C ontractor shall be sent to the address specified
in the Contractor’s Offer, or at such other addre ss as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of th e Purchasing Manager.
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35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL : All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the mate rial is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS : The Contractor represents
and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title
to the deliverables and (ii) the deliverables supplied by the Cont ractor in accordance with the
specifications in the Contract will not infringe, di rectly or contributorily, any patent, trademark,
copyright, trade secret, or any othe r intellectual property right of a ny kind of any third party; that
no claims have been made by any person or entity with respect to the ow nership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims. The
Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and
against all liability, damages, and costs (including court costs and reasonable fees of attorneys and
other professionals) arising out of or resulting from: (i) any clai m that the City’s exercise anywhere
in the world of the rights associated with the C ity’s’ ownership, and if a pplicable, license rights,
and its use of the deliverables infringes the intellect ual property rights of a ny third party; or (ii)
the Contractor’s breach of any of C ontractor’s representations or warr anties stated in this Contract.
In the event of any such claim, th e 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 regardi ng the deliverables sha ll 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 deliverab les to the City, Contractor may
require access to certain of the City’s and/or its licensors’ confidential information (including
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the C ity or its licensors c onsider confidential)
(collectively, “Confidential Information”). C ontractor acknowledges and agrees that the
Confidential Information is the valuable property of the City and/or its licensors and any
unauthorized use, disclosure, dissemination, or ot her release of the Conf idential Information will
substantially injure the City and/or its licen sors. The Contractor (including its employees,
subcontractors, agents, or representatives) agrees th at it will maintain the Confidential Information
in strict confidence and shall not disclose, disseminate, copy, divul ge, recreate, or otherwise use
the Confidential Information without the prior wr itten consent of the C ity or in a manner not
expressly permitted under this Agreement, unless the Confidential Information is required to be
disclosed by law or an order of any court or ot her governmental authority with proper ju risdiction,
provided the Contractor promptly notifies the City before disclosing such information so as to
permit the City reasonable time to seek an approp riate protective order. Th e Contractor agrees to
use protective measures no less stringe nt than the Contractor uses w ithin its own business to protect
its own most valuable information, which protectiv e measures shall under al l circumstances be at
least reasonable measures to ensure the continue d confidentiality of the Confidential Information.
38. OWNERSHIP AND USE OF DELIVERABLES : The City shall own all rights, titles, and
interests throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter c ontained in the deliverables, the Contractor agrees
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to disclose such patentable subject matter to th e City. Further, if requ ested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right,
title, and interest to specific inventions under su ch patentable subject matter to the City and to
execute, acknowledge, and deliver and, if necessar y, cause each of its em ployees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
the City, to the City upo n request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
agrees that upon their creation, su ch deliverables shall be consider ed as work made-for-hire by the
Contractor for the City and the City shall own al l copyrights in and to su ch deliverables, provided
however, that nothing in this Paragraph 38 shall nega te the City’s sole or joint ownership of any
such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables.
Should by operation of law, such deliverables not be considered works made-for-hire, the
Contractor hereby assigns to the C ity (and agrees to cause each of its employees providing services
to the City hereunder to execute , acknowledge, and deliver an as signment 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 a nd 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 r easonably approved by the City, to the City upon
delivery of such deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further ag rees 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 registrati on, trademark registration and/or
protection, letters patent, or any similar rights in any and all count ries and in order to assign and
convey to the City, its successors, assigns and nomi nees, the sole and exclusive right, title, and
interest in and to the deliverables. The Contra ctor’s obligations to execute, acknowledge, and
deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those
described in this Paragraph 38 a., b., and c. shall conti nue after the termination of this Contract
with respect to such deliverables. In the even t the City should not seek to obtain copyright
protection, mask work registrati on or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information
under the terms of Paragraph 37 above.
39. PUBLICATIONS : All published material and written reports submitted under the Contract
must be originally developed material unless ot herwise specifically prov ided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40. ADVERTISING : The Contractor shall not advertise or publish, without the City’s prior
consent, the fact that the City has entered into the Contract, except to th e extent required by law.
41. NO CONTINGENT FEES : The Contractor warrants that no person or sell ing agency has
been employed or retained to solicit or secure the Contract u pon any agreement or understanding
for commission, percentage, brokerage, or continge nt fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contr actor for the purpose of
securing business. For breach or violation of this wa rranty, the City shall have the right, in addition
to any other remedy available, to cancel the C ontract without liability and to deduct from any
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amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES : The City may, by written notice to the Contractor, cancel th e Contract without
liability if it is determined by the City that grat uities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contra ct or securing favorable treatmen t 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 can celed 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 o fficial of the City who is involved in the
development, evaluation, or decision-making pro cess of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resu lting from that solicitation. Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary ac tion up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor sh all complete and submit the City’s Conflict of
Interest Questionnaire.
44. INDEPENDENT CONTRACTOR : The Contract sha ll not be construe d as creating an
employer/employee relationship, a partnership, or a jo int venture. The Contractor’s services shall
be those of an independent contractor. The Cont ractor agrees and understa nds that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, with holding, social security taxes, vacation or sick leave benefits,
worker’s compensation, or any othe r 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 acco rding to the attached specifications at the general
direction of the City Mana ger of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45. ASSIGNMENT-DELEGATION : The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and th eir 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 inte ntion of the parties that there ar e 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 renun ciation of the claim or right unl ess the waiver or renunciation is
supported by consideration and is in writing sign ed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more ev ents of default by the othe r party shall operate as,
or be construed to be, a permanent waiver of an y rights or obligations u nder the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
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similar or different character.
47. MODIFICATIONS : The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to cha nge the terms, covenants, and conditions of the
Contract.
48. INTERPRETATION : The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade sh all be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substa ntially 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 part y or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless ot herwise defined in the Contract.
49. DISPUTE RESOLUTION :
A. If a dispute arises ou t of or relates to the C ontract, or the breach ther eof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with de cision-making authority
regarding the dispute. The purpose of this and any subsequent mee ting 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 ne gotiation fail, or the part ies waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediat or trained in mediation
skills to assist with re solution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a pers on who is trained in the subject ma tter 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 proce ss, the mediator shall be select ed by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties ag ree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share the mediator’s fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utili ze to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE : The Contract is made under and shall be governed by the
laws of the State of Texas, including, when a pplicable, the Uniform Comm ercial Code as adopted
in Texas, V.T.C.A., Bus. & Co mm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another st ate or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texa s and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the ri ght or ability of the C ity to seek and secure
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injunctive relief from any competent authority as contemplated herein.
51. INVALIDITY : The invalidity, illegality, or unenforceab ility of any provisi on of the Contract
shall in no way affect the validi ty or enforceability of any ot her portion or pr ovision of the
Contract. Any void provision shall be deemed seve red from the Contract and the balance of the
Contract shall be construed and en forced as if the Contract did not contain the particular portion
or provision held to be void. The parties further ag ree to reform the Contract to replace any stricken
provision with a valid provision that comes as clos e as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City:
New Year’s Day (observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
New Year’s Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Fr iday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, includi ng but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall su rvive the expiration or term ination of the Contract.
54. NON-SUSPENSION OR DEB ARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the C ity, the Vendor certifies that its
firm and its principals are not currently susp ended or debarred from doing business with the
Federal Government, as indicated by the General Se rvices Administration Li st of Parties Excluded
from Federal Procurement and Non-Procurement Pr ograms, 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 shal l, on the ground s of race, sex, age, disability,
creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected
to discrimination unde r any activities resulti ng from this RFQ.
B. Americans with Disabilitie s Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall
engage in any discriminatory em ployment practice against individuals with disabilities as defined
in the ADA.
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56. BUY AMERICAN ACT-SUPPLIES (Applicab le to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph –
i. "Component" means an article, material, or supp ly incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, in cluding transportation
costs to the place of incorporati on into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry cer tificate is issued); or
(2) For components manufactured by the Contractor, all costs associ ated with the manufacture of
the component, including transportation costs as de scribed in paragraph (1) of this definition, plus
allocable overhead costs, but ex cluding profit. Cost of components does not include any costs
associated with the manuf acture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufact ured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the Un ited States is considered domestic.
iv. "End product" means those ar ticles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end produc t 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 fo r domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign arti cles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as dome stic 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 arti cle is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation enti tled "Buy American Act
Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation require s an awarded contractor or
supplier to be license d by the State of Texas, any and all fees an d taxes are the re sponsibility of the
respondent.
59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage De terminations website www.wdol.gov
for Denton County, Texas (WD-2509).
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60. COMPLIANCE WITH ALL STA TE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with a ll State, Federal, and Local laws and requirements. The Respondent
must comply with all ap plicable laws at all times, includi ng, 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 benef its to public servants. Th e Respondent shall give
all notices and comply with all laws and regulati ons applicable to furnishing and performance of
the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of of 1978, dealing with is suance of Form W-2's to common law employees.
Respondent is responsible for both federal an d State unemployment insurance coverage and
standard Workers’ Compensation insurance cove rage. Respondent shall ensure compliance with
all federal and State tax laws a nd withholding requirements. The City of Denton shall not be liable
to Respondent or its employees for any Unemployment or Worker s' Compensation coverage, or
federal or State withholding requirements. Contract or shall indemnify the C ity of Denton and shall
pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply w ith the applicable provisions
of the Drug-Free Work Place Act of 1988 (Public La w 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work envi ronment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to gove rnment-owned, leased, or occupied property and
equipment caused by the Respondent and its empl oyees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any
such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under th e Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or ot her unavoidable cause not a ttributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the
Respondent will be excused from any further pe rformance 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 Re spondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be c onfirmed in writing with in five (5) calendar
days of the inception of such occurrence) and describe at a reasonab le level of detail the
circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
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delay, failure, or waiver of either Party’s exercise or partial exer cise of any right or remedy under
the Contract shall operate to limit, impair, precl ude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of a ny term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other reco rds 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 pe riod is longer. The Respondent shall grant access
to all books, records and documents pertinent to th e 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 contra ct documents, it shall be resolved with the
following order of precedence (if applicable). In any event, th e final negotiated contract shall
take precedence over any and all contract docu ments to the extent of such conflict.
1. Final negotiated contract
2. RFP/Bid documents
3. City’s standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
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Exhibit D
INSURANCE REQUIREMENTS AND
WORKERS’ COMPENSENTATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall provide and maintain until the contracted work has been completed and accepted by
the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing D epartment satisfactory certificates of insurance
including any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasing Department,
ask for clarification of any insurance requirements at any time; however, Contractor shall
not commence any work or deliver any material until he or she receives notification that
the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if so
noted:
Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A or better .
Any deductibles or self-insured retentions shall be declared in the proposal. If requested
by the City, the insurer shall reduce or elimi nate such deductibles or self-insured retentions
with respect to the City, its officials, agents, employees and volunteers; or, the contractor
shall procure a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
Liability policies shall be endorsed to provide the following:
Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled or materially changed before the
expiration date.
Should any of the required insurance be pr ovided under a claims made form, Contractor
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shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted:
[X] 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 (I SO Form CG 0001 current edition) is used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
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[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 polic y will include bodily injury and property damage
liability arising out of the operation, maintenance and use of all automobiles and mobile
equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or
all owned hired and non-owned autos.
[X] Workers’ Compensation Insurance
Contractor shall purchase and maintain Workers’ Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for o ccupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation
Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
on an “occurrence" basis and the policy shall be issued by the same insurance company
that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
[ ] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liabili ty is not provided or is unavailable to the
contractor or if a contractor leases or rents a portion of a City building. Limits of not less
than each occurrence are required.
[ ] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
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[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
[ ] Riggers Insurance
The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be
provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a “blanket” basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than $ each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
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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
certificate of authority to self-insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance cove rage for the person's or entity's
employees providing servic es 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 t he contractor's/person's work on the project has been
completed and accepted by the governmental entity.
Persons providing services on the pr oject ("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, regar dless of whether
that person contracted directly with t he contractor and regar dless of whether
that person has employees. This incl udes, without limitation, independent
contractors, subcontract ors, leasing companies, motor carriers, owner-
operators, employees of any such entity, or employees of any entity which
furnishes persons to provide services on the project. "Services" include,
without limitation, providing, hauling, or delivering equip ment or materials, or
providing labor, transportati on, or other service relat ed to a project. "Services"
does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide co verage, based on proper reporting of
classification codes and payroll amounts and filing of any overage
agreements, which meets t he statutory requirements of Texas Labor Code,
Section 401.011(44) for all em ployees of the Contractor providing services on
the project, for the dur ation of the project.
C. The Contractor must pr ovide a certificate of cove rage to the governmental
entity prior to being awarded the contract.
D. If the coverage period shown on the contra ctor's current certificate of coverage
ends during the duration of t he project, the contractor must, prior to the end of
the coverage period, file a new certific ate of coverage with the governmental
entity showing that coverage has been extended.
E. The contractor shall obt ain from each person providin g services on a project,
and provide to the governmental entity:
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1. a certificate of coverage, prior to that person beginning work on the
project, so the governmental entit y will have on file certificates of
coverage showing coverage for all per sons providing services on the
project; and
2. no later than seven days after receipt by the contractor, a new certificate
of coverage showing extension of coverage, if the coverage period
shown on the current cert ificate of coverage ends during the duration of
the project.
F. The contractor shall retain all required certificates of coverage for the duration
of the project and for one year thereafter.
G. The contractor shall notif y the governmental entity in writing by certified mail
or personal delivery, withi n 10 days after the contract or knew or should have
known, of any change that materially a ffects the provision of coverage of any
person providing servic es on the project.
H. The contractor shall post on each projec t site a notice, in the text, form and
manner prescribed by the Texas Workers' Compensation Commission,
informing all persons providing services on the project that they are required
to be covered, and stating how a pers on may verify coverage and report lack
of coverage.
I. The contractor shall contractually r equire each person with whom it contracts
to provide services on a project, to:
1. provide coverage, based on proper r eporting of classification codes and
payroll amounts and filing of any cove rage agreements, wh ich meets the
statutory requirements of Texas Labor Code, Sect ion 401.011(44) for all of
its employees providing services on t he project, for t he duration of the
project;
2. provide to the contractor, prior to that person beginning wo rk on the project,
a certificate of coverage showing t hat coverage is being provided for all
employees of the person providing serv ices on the projec t, for the duration
of the project;
3. provide the contractor, prior to the end of the coverage period, a new
certificate of coverage showing ext ension of coverage, if the coverage
period shown on the current certificat e of coverage ends during the duration
of the project;
4. obtain from each other person with whom it cont racts, 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 showi ng extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends durin g 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 ce rtified mail or personal
delivery, within 10 days after the person knew or should have known, of any
change that materially affects the pr ovision of coverage of any person
providing services on the project; and
7. Contractually require each person with whom it c ontracts, to perform as
required by paragraphs (1) - (7), with the certificates of coverage to be
provided to the person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representi ng to the governmental entity that all
employees of the contract or who will provide servic es on the project will be
covered by workers' compensation cove rage for the duration of the project,
that the coverage will be based on proper reporting of classification codes and
payroll amounts, and that all cover age agreements will be filed with the
appropriate insurance carrier or, in t he case of a self -insured, with the
commission's Division of Self-Insurance Regulation. Providing false or
misleading information may subject the c ontractor to administrative penalties,
criminal penalties, civil penalti es, or other civil actions.
K. The contractor’s failure to comply with any of these provisio ns is a breach of
contract by the contractor which entitles the governm ental 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 governm ental entity.
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EXHIBIT E
RFP 5991 Electric Utility Line Tree Trimming Services
ItemUOMType of Service RequestedCircuit Total
1LSNL-221 Circuit $72,345.90
2LSNL-212 Circuit $21,327.08
3LSNL-223 Circuit $37,767.86
4LSFW-223 Circuit $103,545.00
5LSFW-224 Circuit $38,652.10
6LSDN-211 Circuit $11,625.00
7LSKR-211 Circuit $16,265.32
8LSKR-222 Circuit $41,037.50
9LSBB-212 Circuit $8,970.00
10LSBB-213 Circuit $62,963.00
11LSIN-223 Circuit $34,342.54
12LSDN-212 Circuit $26,800.00
Item
Estimated
Annual
Quantit y
UOMType of Service RequestedHourly Rate Extended Annual Cost
A
131800HROne Crew at Standard hourly rate (with 8 hours advance notice) $ 113.40 $204,120.00
14250HROne Crew at Emergency hourly rate( with less than 8 hours notice) $ 159.65 $39,912.50
B
151600HROne Crew at Standard hourly rate $ 84.25 $134,800.00
16250HROne Crew at Overtime hourly rate $ 126.38 $31,595.00
C
171350HRGeneral Foreman/ISA Certified Arborist- standard hourly rate $ 46.87 $63,274.50
18100HRGeneral Foreman/ISA Certified Arborist- overtime hourly rate $ 70.30 $7,030.00
191350HRForeman Tree Trimmer (climbing) - standard hourly rate $ 29.15 $39,352.50
20100HRForeman Tree Trimmer (climbing)- overtime hourly rate $ 43.72 $4,372.00
211350HRLine Clearance Trainee or Groundman/Flagman -standard hourly rate $ 25.24 $34,074.00
22100HRLine Clearance Trainee or Groundman/Flagman - overtime hourly rate $ 37.85 $3,785.00
231350HRGeneral Foreman Vehicle- standard hourly rate $ 12.36 $16,686.00
24250HREquipment Operator (tractor) - standard hourly rate $ 29.15 $7,287.50
2550HREquipment Operator (tractor) - overtime hourly rate $ 43.72 $2,186.00
Trim and Brush Pick-up Rate: Hourly labor and equipment for one crew with two persons (one
working foreman with CDL and one ground man)
Individual Labor and Equipment Rates: Hourly labor or equipment rates as needed
SECTION I- DESIGNATED CIRCUIT TRIMMING: Furnish all supervision, labor, traffic control personnel, material, supplies, tools, equipment and
transportation to trim and remove trees, brush, and vines as needed to comply with DME Tree Trimming Specifications for the fol lowing designated circuits up to
25KV:
SECTION II - HOURLY RATES FOR PROJECTS, “HOT SPOT” AND INCIDENTAL SERVICES
This section includes distribution, transmission projects, line extensions, ROW Clearing as needed.
Distribution Projects/Line Extension Tree Trimming - Contractor is to furnish all supervision, labor, traffic control personnel, material, supplies, tools,
equipment and transportation to trim and remove trees, brush, and vines as needed to comply with DME Tree Trimming Specificatio ns for distibution lines up to
25KV. All poles will have a minimum 5’ of clearance around the bottom of the pole.
Transmission Projects/Line Extensions/ROW Clearing/Mowing/Tree Trimming - Furnish all supervision, labor, traffic control personnel, material, supplies,
tools, equipment and transportation to trim and remove trees, brush, and vines as needed to comply with DME Tree Trimming Speci fications for Transmission
Lines up to 345KV.
Aerial Lift Crew Rate: Hourly labor and equipment for 55' minimum ariel working height with one crew with three persons (one working Foreman with CDL , one
qualified line clearance tree trimmer with CDL and one trimmer trainee or groundman)
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EXHIBIT E
261650HR Aerial Lift with dump bed and disc chipper 75 foot minimum working height and
associated equipment. $ 32.96 $54,384.00
271650HR Chip Truck, 10 cubic yard covered dump body with disc chipper and associated
equipment. $ 24.72 $40,788.00
28250HRTractor, WD with bush hog and associated equipment. $ 66.95 $16,737.50
291650HRChipper only (DISC only). $ 7.73 $12,754.50
3080HR Hydro Ax Tree Shredder - Large - rate to include all operational costs.
(Operator, fuel, and maintenance)273.59 $ $21,887.20
3180HR Hydro Ax Tree Shredder -Small - rate to include all operational costs. (Operator,
fuel, and maintenance)225.00 $ $18,000.00
3240HR Giraffe All-Terrain Tree Trimmer - rate to include all operational costs.
(Operator, fuel, and maintenance)124.30 $ $4,972.00
3380HR 18 Wheel Tractor Trailer - rate to include all operational costs. (Operator, fuel,
permits and maintenance) $ 108.00 $8,640.00
D
ItemUOMTree DiameterRemoval Rate Extended Annual Cost
3450EA3" - 6" Dbh $ 36.05 $1,802.50
3530EA> 6" - 12" Dbh $ 216.30 $6,489.00
3620EA> 12" - 18" Dbh $ 409.94 $8,198.80
3710EA> 18" Dbh $ 672.59 $6,725.90
385EA> 18-24" Dbh $ 672.59 $3,362.95
395EA> 24-30" Dbh $ 772.59 $3,862.95
* Any tree removal over 30" goes to hourly rates based on hourly crew rate*
E
Item
Estimated
Annual
Quantity
UOMApplicationApplication Rate Extended Annual Cost
4055GalHerbicide Application - Price per gallon. $ 112.98 $6,213.90
41100HR Herbicide Spray Rig - rate to include all operational costs. (Operator, fuel,
permits and maintenance)41.50 $ $4,150.00
Tree Removal Rates: To be utilized at sole discretion of DME to have contract crews while working on the associated project or area to remove entir e trees as
identified by DME.
Herbicide Applications: The company making the application is responsible for the purchase, storage,record keeping and disposal of herbicides. Herbici des
will only be applied by qualified applicators. Herbicidecrews, tree crews, and mowing crews are required to have at least one i ndividual on the crew at all times, whois
qualified to apply herbicides. A qualified applicator is an individual who has been trained regarding the product and applicati on method, and meets any federal, state,
and local laws and regulations. This individual may be required to hold a certified applicators license, or be under the direct supervision of a certified applicator.This
will depend upon state laws and regulations where the application is made. Supervisors of qualified applicators are required to hold a certified applicators license in
the state or states in which they supervise crews. A marking agent (die) will be mixed with and used on applications to mark wh ere herbicied has been applied.
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Exhibit
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session .
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relat ionship as
defined by Section 176.001(1 -a) with a local governmental entity and the vendor meets requirements under Sec tion 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a -1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this s ection 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 became 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 office r 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 local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local gov ernment 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 of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: 477B6DE7-16CD-469B-8E82-808DA9E9521A
F
N/a
X
X
1/21/2016
N/A
X
N/A
Certificate Of Completion
Envelope Id: 477B6DE716CD469B8E82808DA9E9521A Status: Completed
Subject: Please DocuSign: REVISED 5991 Contract Documents for Electric Utility Tree Trimming Services
Source Envelope:
Document Pages: 33 Signatures: 5 Envelope Originator:
Certificate Pages: 6 Initials: 0 Rebecca Hunter
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
rebecca.hunter@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
1/21/2016 2:09:30 PM
Holder: Rebecca Hunter
rebecca.hunter@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Rebecca Hunter
rebecca.hunter@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 1/21/2016 2:21:06 PM
Viewed: 1/21/2016 2:21:20 PM
Signed: 1/21/2016 2:22:05 PM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Martin Arriola
ygarza@abctree.com
Manager
ABC
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 12.163.186.12
Sent: 1/21/2016 2:22:07 PM
Viewed: 1/21/2016 2:22:56 PM
Signed: 1/21/2016 2:25:40 PM
Electronic Record and Signature Disclosure:
Accepted: 1/15/2016 2:40:49 PM
ID: 2a522f8b-9e20-4efc-beb7-bcdf5ca86fd9
John Knight
john.knight@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 1/21/2016 2:25:44 PM
Viewed: 1/21/2016 2:48:41 PM
Signed: 1/21/2016 2:48:54 PM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Julia Klinck
julia.klinck@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 1/21/2016 2:48:56 PM
Viewed: 1/22/2016 6:25:37 AM
Signed: 2/3/2016 9:55:56 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Signer Events Signature Timestamp
George C. Campbell
george.campbell@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 2/3/2016 9:56:01 AM
Viewed: 2/5/2016 8:00:28 AM
Signed: 2/5/2016 8:00:38 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Jennifer Walters
jennifer.walters@cityofdenton.com
City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 2/5/2016 8:00:40 AM
Viewed: 2/5/2016 11:10:35 AM
Signed: 2/5/2016 11:11:02 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Julia Klinck
julia.klinck@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 1/21/2016 2:25:42 PM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Sherri Thurman
sherri.thurman@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 1/21/2016 2:25:42 PM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Robin Fox
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 2/3/2016 9:55:58 AM
Electronic Record and Signature Disclosure:
Accepted: 10/9/2015 11:39:51 AM
ID: 04463961-03db-4c4d-9228-d660d6146ed6
Carbon Copy Events Status Timestamp
Jennifer Bridges
jennifer.bridges@cityofdenton.com
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 2/5/2016 11:11:05 AM
Viewed: 2/10/2016 6:20:42 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Brad Watts
brad.watts@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 2/5/2016 11:11:07 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Jane Richardson
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 2/5/2016 11:11:09 AM
Viewed: 2/9/2016 7:58:55 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Notary Events Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 2/5/2016 11:11:09 AM
Certified Delivered Security Checked 2/5/2016 11:11:09 AM
Signing Complete Security Checked 2/5/2016 11:11:09 AM
Completed Security Checked 2/5/2016 11:11:09 AM
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: Martin Arriola, Robin Fox
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