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6432 - Turn Out Gear for Structural Firefighting, 2.General Provisions/ Terms and Conditions / Materials Management Department 901-B Texas Street Denton, Texas 76209 940-349-7100 purchasing@cityofdenton.com RFP – 6432 Exhibit 2 General Provisions –Terms and Conditions Commodities and Services other than Construction The City of Denton is seeking the best value solution for the: SUPPLY OF TURNOUT GEAR FOR STRUCTURAL FIREFIGHTING The following document provides details of the City’s General Provisions, Terms and Conditions, insurance requirements and sample contract for the purchase of goods and services, other than construction. This exhibit governs the solicitation and supporting exhibits as identified in the Main Document Table of Contents. Table of Contents A. GENERAL PROVISIONS 4 1. SILENCE OF SPECIFICATIONS 4 2. RESPONDENTS COST TO DEVELOP SUBMITTAL 4 3. MINIMUM RESPONSE 4 4. VALIDITY PERIOD 4 5. REJECTION OF SUBMITTAL 4 6. PROPRIETARY INFORMATION 5 7. NON-ENDORSEMENT 5 8. ASSIGNMENT 5 9. UNAUTHORIZED COMMUNICATIONS 5 10. DISQUALIFICATIONS 6 11. INTELLECTUALLY PROPERTY INDEMNIFICATION 6 12. RIGHTS TO DATA, DOCUMENTS, AND COMPUTER SOFTWARE (GOVERNMENTAL ENTITY OWNERSHIP) 6 13. PATENT RIGHTS 6 14. PREFERENCES 7 15. AWARD 8 16. CONTRACTS 9 17. INSURANCE 9 18. PERFORMANCE LIQUIDATED DAMAGES 9 19. WARRANTIES 9 20. QUANTITIES 9 21. SAMPLES 9 22. AUTHORIZED DISTRIBUTOR 10 23. SUBSTITUTIONS 10 24. PRODUCT CHANGES DURING CONTRACT TERM 10 25. ADDING NEW PRODUCTS OR SERVICES TO THE CONTRACT AFTER AWARD 10 26. SHIPPING, DELIVERY, AND PACKAGING 11 27. SAFETY AND ENVIRONMENTAL HAZARDS 12 28. CONTRACTOR STANDARDS OF PERFORMANCE 12 29. ANTICIPATED PROBLEMS AND PROPOSED SOLUTIONS 13 30. ADDITIONAL GENERAL REQUIREMENTS 13 31. PAYMENT AND PERFORMANCE REQUIREMENTS 13 a. PAYMENT AND INVOICES: 13 b. PAYMENT TO PERFORMANCE MILESTONES 14 c. TAX EXEMPTION 14 B. STANDARD PURCHASE TERMS AND CONDITIONS 14 APPENDIX A- INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS 30 APPENDIX B – SAMPLE CONTRACT 37 SUPPLIER 38 BY: ______________________________ 38 AUTHORIZED SIGNATURE 38 Date: _______________________________ 38 Name:______________________________ 38 Title: _______________________________ 38 ___________________________________ PHONE NUMBER 38 ___________________________________ EMAIL ADDRESS 38 A. GENERAL PROVISIONS 4 1. SILENCE OF SPECIFICATIONS 4 2. RESPONDENTS COST TO DEVELOP SUBMITTAL 4 3. MINIMUM RESPONSE 4 4. VALIDITY PERIOD 4 5. REJECTION OF SUBMITTAL 4 6. PROPRIETARY INFORMATION 5 7. NON-ENDORSEMENT 5 8. ASSIGNMENT 5 9. UNAUTHORIZED COMMUNICATIONS 5 10. DISQUALIFICATIONS 6 11. INTELLECTUALLY PROPERTY INDEMNIFICATION 6 12. RIGHTS TO DATA, DOCUMENTS, AND COMPUTER SOFTWARE (GOVERNMENTAL ENTITY OWNERSHIP) 6 13. PATENT RIGHTS 6 14. PREFERENCES 7 15. AWARD 8 16. CONTRACTS 9 17. INSURANCE 9 18. PERFORMANCE LIQUIDATED DAMAGES 9 19. WARRANTIES 9 20. QUANTITIES 9 21. SAMPLES 9 22. AUTHORIZED DISTRIBUTOR 10 23. SUBSTITUTIONS 10 24. PRODUCT CHANGES DURING CONTRACT TERM 10 25. ADDING NEW PRODUCTS OR SERVICES TO THE CONTRACT AFTER AWARD 10 26. SHIPPING, DELIVERY, AND PACKAGING 11 27. SAFETY AND ENVIRONMENTAL HAZARDS 12 28. CONTRACTOR STANDARDS OF PERFORMANCE 12 29. ANTICIPATED PROBLEMS AND PROPOSED SOLUTIONS 13 30. ADDITIONAL GENERAL REQUIREMENTS 13 31. PAYMENT AND PERFORMANCE REQUIREMENTS 13 a. PAYMENT AND INVOICES: 13 b. PAYMENT TO PERFORMANCE MILESTONES 14 c. TAX EXEMPTION 14 B. STANDARD PURCHASE TERMS AND CONDITIONS 14 APPENDIX A- INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS 30 APPENDIX B – SAMPLE CONTRACT 37 SUPPLIER 38 BY: ______________________________ 38 AUTHORIZED SIGNATURE 38 Date: _______________________________ 38 Name:______________________________ 38 Title: _______________________________ 38 ___________________________________ PHONE NUMBER 38 ___________________________________ EMAIL ADDRESS 38 GENERAL PROVISIONS SILENCE OF SPECIFICATIONS The apparent silence of these specifications as to any detail or the apparent omission from it of a detailed description concerning any point, shall be regarded as a meaning that the only best commercial practices are to prevail. All interpretations of these specifications shall be made on the basis of this statement. RESPONDENTS COST TO DEVELOP SUBMITTAL Respondents to this solicitation are responsible for all costs of submittal preparation, delivery and any oral presentations required as part of the selection process. All materials submitted in response to the solicitation become property of the City of Denton and will be returned only at the option of the City. MINIMUM RESPONSE Submittals that do not, at a minimum, contain the Attachments and Exhibit 1 Pricing Sheet will be subject to disqualification at the sole discretion of the City of Denton. If any firm submitting a proposal is a corporation, it must be registered to conduct business in the State of Texas. Proof of this registration must be included as part of the submittal. VALIDITY PERIOD The information included in the solicitation response(s), and any cost information obtained from a negotiation process, remain valid for 120 days from the response due date or until the contract is approved by the governing body. REJECTION OF SUBMITTAL ANY PROPOSAL SUBMITTED AFTER THE DUE DATE AND TIME SPECIFIED WITHIN SECTION III, SHALL BE REJECTED. THE CITY SHALL REJECT RESPONSES SUBMITTED BY FIRMS THAT DO NOT MEET MINIMUM QUALIFICATIONS. The City of Denton reserves the right to reject any and all submittals received in response to the solicitation and to waive any minor technicalities or irregularities as determined to be in the best interest of the City. PROPRIETARY INFORMATION If a respondent does not desire proprietary information in the submission to be disclosed, the respondent shall identify all proprietary information in the submission. This identification will be accomplished by individually marking each page or line item detail with the words “Proprietary Information”. If the respondent fails to identify proprietary information, the respondent agrees that by submission of its response, that those sections shall be deemed non-proprietary and made available upon public request. Respondents are advised that the City, to the extent permitted by law, will protect the confidentiality of all submissions. Respondent shall consider the implications of the Texas Public Information Act, particularly after the solicitation process has ceased and the contract has been awarded. While there are provisions in the Texas Public Information Act to protect proprietary information, where the respondent can meet certain evidentiary standards, please be advised that a determination on whether those standards have been met will not be decided by the City of Denton, but by the Office of the Attorney General of the State of Texas. In the event a request for public information is made, the City will notify the respondent, who may then request an opinion from the Attorney General pursuant to 552.305, Texas Government Code. The City will not make a request of the Attorney General. NON-ENDORSEMENT If a submission is accepted, the successful respondent shall not issue any news releases or other statements pertaining to the award or servicing of the agreement that state or imply the City of Denton’s endorsement of the successful respondent’s services. ASSIGNMENT The successful contractor shall not sell, assign, transfer or convey this contract in whole, or part, without the prior written consent of the Purchasing Manager. UNAUTHORIZED COMMUNICATIONS After release of this solicitation, respondent contact regarding this solicitation with members of the evaluation, interview or selection panels, employees of the City or officials of the City other than the Purchasing Manager, or authorized City of Denton purchasing staff, or as otherwise indicated is prohibited and may result in disqualification from this procurement process. No officer, employee, agent or representative of the respondent shall have any contact or discussion, verbal or written, with any members of the City Council, members of the evaluation, interview, or selection panels, City staff or City’s consultants, or directly or indirectly through others, seeking to influence any City Council member, City staff, or City’s consultants regarding any matters pertaining to this solicitation, except as herein provided. If a representative of any respondent violates the foregoing prohibition by contacting any of the above listed parties with who contact is not authorized, such contact may result in the respondent being disqualified from the procurement process. Any oral communications are considered unofficial and non-binding with regard to this solicitation. DISQUALIFICATIONS Any terms and conditions attached to a solicitation will not be considered unless specifically referred to on a solicitation and may result in disqualification. Any submissions that do not clearly outline all qualifications may be disqualified. INTELLECTUALLY PROPERTY INDEMNIFICATION The contractor will indemnify, defend and hold harmless the City of Denton, and its authorized users, against any action or claim brought against the City of Denton, or its authorized users that is based on a claim that software infringes any patent rights, copyright rights or incorporated misappropriated trade secrets. Contractor will pay any damages attributable to such claim that are awarded against the City of Denton or its authorized users, in a judgment or settlement. If the City of Denton or its authorized users’ utilization of the software becomes subject to a claim, or is likely to become subject to a claim, in the sole opinion of the City of Denton, or its authorized users, the Contractor shall, at its sole expense (1) procure for City of Denton or its authorized users, the right to continue using such software under the terms of this Contract; or (2) replace or modify the software so that it is non-infringing. RIGHTS TO DATA, DOCUMENTS, AND COMPUTER SOFTWARE (GOVERNMENTAL ENTITY OWNERSHIP) Any software, research, reports studies, data, photographs, negatives or other documents, drawings or materials prepared by contractor in the performance of its obligations under this contract shall be the exclusive property of the City of Denton and all such materials shall be delivered to the City by the contractor upon completion, termination, or cancellation of this contract. Contractor may, at its own expense, keep copies of all its writings for its personal files. Contractor shall not use, willingly allow, or cause to have such materials used for any purpose other than the performance of contractor’s obligations under this contract without the prior written consent of the City; provided, however, that contractor shall be allowed to use non-confidential materials for writing samples in pursuit of the work. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works. PATENT RIGHTS The contractor agrees to indemnify and hold harmless the City from any claim involving patent right infringement or copyrights on goods supplied.