6412 Executed Contract IRBY UTILTIES Electrical Transmission Line Conductor AttachmentsDmuSlgn Envelope ID: C6EDCSWEM648EC 8766-WC4CB736F3
CITY
�F
DENTON
Cocusign City Council Transmittal Coversheet
RFP
6412 IRBY
File Name
6412 SUPPLY OF ELECTRICAL
Purchasing Contact
Robyn Forsyth
City Council Target Date
September 19, 2017
Contract Value
$2002000
Piggy Back Option
yes
Contract Expiration
September 19, 2020
Ordinance
2017-264
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CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND
IRBY UTILITIES (RFP 6412)
THIS CONTRACT is made and entered into this date September 19, 2017 ) by
and between Irby Utilities, a corporation, whose address is 7125 Belton Street, Fort Worth, TX
76118, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule
municipal corporation, hereinafter referred to as "City," to be effective upon approval of the
Denton City Council and subsequent execution of this Contract by the Denton City Manager or
his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products in accordance with the City's REP # 6412 — Supply of
Electrical a copy of which is on file at the office of Purchasing
Agent and incorporated herein for all purposes. The Contract consists of this written agreement
and the following items which are attached hereto, or on file, and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit"A.55);
(b) City of Denton's RFP #6412 (Exhibit "B" on file at the office of the Purchasing
Agent);
(c) City of Denton Standard Terms and Conditions (Exhibit "C");
(d) Certificate of Interested Parties Electronic Filing (Exhibit "D");
(e) Supplier'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 ofthe 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 ordcr in which they are listed
above. These documents shall be referred to collectively as "Contract Documents."
INDEMNITY
THE SUPPLIER REPRESENTS AND WARRANTS TO THE CITY THAT THE
INTELLECTUAti PROPERTY SUPPLIED BY CONTRACTOR N"-XCCORDANCE
WITH THE SPECIFICATIONS IN THE CONTRACT WILL NOT INFRINGE,
DIRECTLY OR CONTRIBUTORILY, ANY PATENT, TRADEMARK, COPYRIGHT,
TRADE SECRET, OR ANY OTHER INTELLECTUAL PROPERTY RIGHT OF ANY
KIND OF ANY THIRD PARTY, AND THAT NO CLAIMS HAVE BEEN MADE BY ANY
PERSON OR ENTITY WITH RESPECT TO THE OWNERSHIP OR OPERATION OF
THE INTELLECTUAL PROPERTY. MOREOVER, THE CONTRACTOR HOES 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
RFP#6412 IRBY UTILITIES
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(INCLUDING COURT COSTS AND REASONABLE FEES OF ATTORNEYS AND
OTHER PROFESSIONALS) ARISING OUT OF OR RESULTING FROM ANY CLAIM
THAT THE CITY'S EXERCISE OF ITS LICENSE RIGHTS, AND ITS USE OF THE
INTELLECTUAL PROPERTY, THE SUBJECT OF THIS CONTRACT, INFRINGES
THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, OR THE
BREACH OF ANY OF REPRESENTATIONS OR WARRANTIES STATED IN THE
CONTRACT DOCUMENTS. IN THE EVENT OF ANY SUCH CLAIM, THE CITY
SHALL HAVE THE RIGHT TO MONITOR SUCH CLAIM OR AT ITS OPTION
ENGAGE ITS OWN SEPARATE COUNSEL TO ACT AS CO -COUNSEL ON THE
CITY'S BEHALF.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: rDoeuMpOw :
,� MIU(Ir II4uty4
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RFP#6412 IRBY UTILITIES
SUPPLIER
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BY: g�'
AUT i�Pl' �' 7 SIGNATURE
Dale: 9/12/2017
Name: Chance Anderson
Title: Account manager
9728986005
PHONE NUMBER
canderson@irby.com
EMAIL ADDRESS
2017-255837
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
oaeImIgnebun
BY: �C-A�
TODD MLEMAN
CITY MANAGER
9/20/2017
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APPROVED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
BY:...;
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Exhibit A
Special Terms and Conditions
1. The Ouantlties
The quantities indicated on Exhibit E are estimates based upon the best available information. The
City reserves the right to increase or decrease the quantities to meet its actual needs without any
adjustments in the bid price. Individual purchase orders will be issued on an as needed basis.
2. Product Changes During Contract Term
The supplier shall not change specifications during the contract term without prior approval. Any
deviation in the specifications or change in the product must be approved in advance by the City
of Denton. Notice of a change shall be submitted in writing to
dentonpmchasini CAcitvofdenton.00m, with the above file number in the subject line, for review.
Products found to have changed specifications without notification, and acceptance, will be
returned at the supplier's expense. Products that have been installed will be replaced at the
supplier's expense.
3. Authorized Distributor
The supplier shall be the manufacturer or authorized distributor of the proposed products. The
distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's
representative as needed by the City.
4. Total Contract Amount
The contract total shall not exceed $200,000. Pricing shall be per Exhibit E attached.
5. Delivery Lead Time
Product or services shall be delivered to the City per the weeks noted in Exhibit E after receipt of
the order.
Mutually Agreed Amendments
Contract Exhibit R- "RFP 6412, Main Document and Exhibit 2 Section A- General Pro_visrons"
shall be amended for the following identified sections only. All other Terms and Conditions
shall remain unchanged
FROM RFP #6412 MAIN DOCUMENT
6. CONTRACT TERM
(Paragraph 2)
Extension of contract terms beyond the initial 1 -year period will require mutual agreements of the
parties.
RFP#6412 IRBY UTILITIES
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7. PRICE ADJUSTMENTS
(Paragraph 1)
Prices quoted for the commodities or services described in the RFP must be firro for a period of
one year from date of contract award. Requests made for pricing adjustments will be supported
by manufacturer or supplier costjustification support, including, but not limited to, applicable
industry index data provided by associated manufactures(s) in accordance with the product
represented
S. COOPERATIVE PURCRASINGiPIGGY BACK OPTION
VERBAGE TO BE EXCLUDED:
After award, the contractor agrees to pay a service fee in the amount of 2% of the dollar amount
of all issued purchase orders generated from use of this contract. The contractor further agrees
to remit the service fee by check on a quarterly basis for the previous quarter spent through this
contract, to Julia Winkley, Purchasing Coordinator at 90IB Texas Street, Denton, TX 76209, on
or by the Fifteen day of each month, following the end of the quarter. The Contractor shall also
provided quarterly sales reports from the contract awards and Purchase Orders issued from the
Contract, for the purpose of billing and collecting the service fee, and for compiling required
purchasing history. This report shall be sent to @urchaainana,citvofdenton.eom on or by the tenth
day of each month. The Contractor further agrees that the City of Denton shall have the right,
upon reasonable written notice, to review the Contractor's records pertaining to purchases under
this awarded contract to verify the accuracy of service fees charged to the Contractor.
REPLACEMENT VERBAGE:
The contract resulting from this solicitation will be available for use by an governmental entities,
providing there is no conflict with any applicable statutes, rules, policies, or procedures. The
governmental entities will have the option to use the pricing as agreed to within the resulting
contract. Governmental entities will issue their internal purchase orders directly to the
contractor(s).
The contract resulting from this solicitation will be available for use by all governmental entities
within a 75 mile radius of Contractor's base (Irby Utilities) location associated to the specific
solicitation.
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Exhibit A
Special Terms and Conditions
Mutually Agreed Amendments
Contract Exhibit B- "RFP 6412, Main Document and Exhibit 2 Section A- General Provisions"
shall be amended for the following identified sections only. All other Terms and Conditions
shall remain unchanged.
18. PERFORMANCE LIQUIDATED DAMAGES
(Paragraph 2)
The Contractor shall be assessed a one (I%) percent fee each week when any one of the
performance standards outlined above are not met in full for `normal condition" orders and
based on usages in line with estimated normal quantities supplier by the City. At the end of
each month, the City will review the monthly reports and determine the percentage of
penalty to be assessed to the Contractor's monthly profit margin.
19. WARRANTIES
The contractor shall provide a warranty that is standard in the industry, which is a "pass
through" warranty condition for this agreement. Repair or Maintenance of fleet not
performed to industry standards shall be accomplished at the contractor's expense, at the
option of the City.
Contract Exhibit B- RFP #6412 Exhibit 2, SECTIONA Standard Purchase Terms and
Conditions shall be amended for the following identified sections only. All other Terms and
Conditions shall remain unchanged.
(Paragraph 1)
These standard Terms and Conditions and the Terms and Conditions, Specifications,
Drawings and other requirements included in the City of Denton's contract are applicable
to contracts/purchase orders issued by the City of Denton hereinafter refereed to as the City
or Buyer and the Seller or respondent herein after referred to as Bidder, 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 terns set forth
herein, unless noted as Special Conditions, which have been mutually agreed upon. If there
is a conflict between the provisions on the face of the contract/purchase order these -written
provisions and attachments will take precedence.
6. DELIVERY TERMS AND TRANSPORTATION 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, the Contractor's price shall be
deemed to include all delivery and transportation charges. In the event shipping charges
are applicable, 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.
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17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and
computations pertaining to the Contract. The Contractor shall retain such books, records,
documents and other evidence pertaining to the Contract period and five years thereafter,
except if an audit is in progress or audit findings are yet unresolved, in which case records
shall be kept until all audit tasks are completed and resolved. These books, records,
documents and other evidence shall be available, within ten (10) business days of written
request. Furthermore, the Contractor, to the best of its ability, also require all
Subcontractors, material suppliers, and other payees to retain all books, records, documents
and other evidence pertaining to the Contract, and to allow the City similar access to those
documents. All books and records will be made available within a 50 mile radius of the
City of Denton. The cost of the audit will be home by the City unless the audit reveals an
overpayment of I% or greater. If an overpayment of 1 % or greater occurs, the reasonable
cost of the audit, including any travel costs, must be borne by the Contractor which must be
payable within five (5) business days of receipt of an invoice.
20. WARRANTY -TITLE
The contractor represents within reasonable expectation that is has good and indefeasible
title to all deliverables furnished under the contract, and that the delivembles are free and
clear of all liens, claims, security interests and encumbrances. The Contractor shall
indemnify and hold the City harmless from and against all adverse title claims to the
deliverables.
21. WARRANTY -DELIVERABLES
The contractor represents within reasonable expectation that all deliverables sold the City
under the contract shall be free from defects in design, workmanship or manufacture, and
confomm in all material respects to the specifications, drawings, and descriptions in the
Solicitation, to any samples famished by the Contractor, to the terms, convenents and to
all applicable State, Federal or local Laws, rules, and regulations, and industry codes and
standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or
recycled merchandise, and not used or reconditioned.
C. Unless otherwise specified in the Contract, the warranty period shall be one year from
the date of delivery of the deliverables or from the date of acceptance of any replacement
deliverables, or as a term stated by the corresponding manufacturer. 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 delivembles, or replace the non-
-conforming dehve bles with fully conforming deliverables, at the City's op tf o`n 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 bome exclusively by the
Contractor. The City shall endeavor to give the Contractor written notice of the breach of
warranty within thirty (30) calendar days of discovery of the breach of warranty.
27. TERMINATION FOR CAUSE
In the event of a default by either party, the other party shall have the right to terminate the
Contract for cause, by written notice effective ten (10) calendar days, unless otherwise
specified, after the date of such notice, unless the defaulting party, within such ten (10) day
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period, cures such default, or provides evidence sufficient to prove to the other party
reasonable satisfaction that such default does not, in fact, exist. In addition to any other
remedy available under law or in equity, the non -defaulting party shall be entitled to
recover all actual damages, costs, losses and expenses, incurred by the non -defaulting as a
result of the defaulting party's default, including, without limitation, cost of cover,
reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the
maximum lawful rate. Additionally, in the event of a default by the Contractor, the City
may remove the Contractor from the City's vendor list for three (3) years and any Offer
submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or
remedy provided by law.
38. OWNERSHIP AND USE OF DELIVERABLES:
A. Patents. As to any patentable subject matter contained in the deliverables, the
Contractor, to the best of its ability and in working with the corresponding manufacturer(s),
disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the
entire right, title, and interest to specific inventions under such patentable subject matter to
the City and to execute, acknowledge, and deliver and, if necessary, cause each of its
employees to execute, acknowledge, and deliver an assignment of letters patent, in a form
to be reasonably approved by the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the
Contractor, to the best of its ability and in working with corresponding manufactmer(s),
that such deliverables shall be considered as work made -for -hire by the Contractor for the
City and the City shall own all copyrights in and to such deliverables, provided however,
that nothing in this Paragraph 38 shall negate the City's sole orjoint 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, to the best of its ability and with corresponding manufacturm(s), assigns to the
City (and agrees to cause each of its employees providing services to the City hereunder to
execute, acknowledge, and deliver an assignment to the City of title, and interest in and to
such deliverables. With respect to such work made -for -hire, the Contractor, to the best of
its ability and with corresponding mars factmer(s), execute, acknowledge, and deliver and
cause each of its employees providing services to the City hereunder to execute,
acknowledge, and deliver a work -made -for -hire agreement, in a form to be reasonably
approvefiby the City, to the City upon delivery of such deliverablest6-the City or at such
other time as the City may request.
C. Additional Assignments. Furthermore, the Contractor, to the best of its ability and with
corresponding manufacturer(s), if applicable, cause each of its employees to, execute,
acknowledge, and deliver all applications, specifications, oaths, assignments, and all other
instruments which the City might reasonably deem necessary in order to apply for and
obtain copyright protection, mask work registration, trademark registration and/or
protection, letters patent, or any similar rights in any and all countries and in order to assign
and convey to the City, its successors, assigns and nominees, the sole and exclusive right,
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title, and interest in and to the deliverables. The Contractor's obligations to execute,
acknowledge, and deliver (or cause to be executed, acknowledged, and delivered)
instruments or papers such as those described in this Paragraph 38 a., b., and c. shall
continue after the termination of this Contract with respect to such deliverables. In the
event the City should not seek to obtain copyright protection, mask work registration or
patent protection for any of the deliverables, but should desire to keep the same secret, the
Contractor agrees to treat the same as Confidential Information under the terms of
Paragraph 37 above.
67. RECORDS RETENTION
The Respondent shall retain all financial records, supporting documents, statistical records,
and any other records or books relating to the performances called for in the Contract. The
Respondent shall retain all such records for a period of two (2) years after the expiration of
the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and
litigation matters are resolved, whichever period is longer. The Respondent shall grant
access to all books, records and documents pertinent to the Contract to the CPA, the State
Auditor of Texas, and any federal governmental entity that has authority to review records
due to federal funds being spent under the Contract.
RFP #6412 EXHIBIT 2, PPENDIX-A INSURANCE REQUIREMENTS AND
WORKERS COMPENSATION REQUIREMENTS
Irby Utilities is supplying materials only. This section does not apply.
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Exhibit C
City of Denton
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton's contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
be in writing and signed by a representative of the City's Procurement Department and the
Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City's promises or on public rights-of-way.
1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package
deliverables in accordance with good commercial practice and shall include a packing list showing
the description of each item, the quantity and unit price unless otherwise provided in the
Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly
and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name,
address and purchase order or purchase release number and the price agreement number if
applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the
number of the container bearing the packing list. The Contractor shall bear cost of packaging.
Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all
the requirements of common carriers and any applicable specification. The City's count or weight
shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City
only when the City actually receives and accepts the deliverables.
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6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and
Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include
all delivery and transportation charges. The City shall have the right to designate what method of
transportation shall be used to ship the deliverables. The place of delivery shall be that set forth
the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defective or non -conforming deliverables. If the City
has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the
deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall
famish, or cause to be furnished, without additional charge, all reasonable facilities and assistance
to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables
must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity.
Any non -complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the
Contractor may notify the City of the intention to cue and may then make a conforming tender
within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance with and subject to the
applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
itself as to the nature of the City's service requirements and specifications, the location and
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
in any way affect performance of the Contractor's obligations under the contract. The Contractor
hereby releases and holds the City harmless from and against any liability or claim for damages of
any kind or nature if the actual site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
City Staff, participants and others on or near the City's facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly= -competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a £rearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
thejob.
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C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or dings on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 ("IIRIPA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions,
judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seg.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. § 1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department's Name, and
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance
address and, if applicable, the tax identification number on the invoice most exactly match the
information in the Vendor's registration with the City. Unless otherwise instructed in writing, the
City may rely on the remittance address specified on the Contractor's invoice.
C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables--
order
eliverables-order number clearly identified. Invoices shall also include a tabulation of work -hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount.
The City will furnish a tax exemption certificate upon request.
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13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of
i. delivery of defective or non -conforming delivembles by the Contractor;
ii, third party claims, which are not covered by the insurance which the Contractor is
required to
provide, are filed or reasonable evidence indicating probable filing of such claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City's agents, employees or contractors,
which is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor's obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with
all required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit cud or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
City's payment obligations are payable only and solely from funds Appropriated and available for
this contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not Appropriated or available and any deliverables
delivered but unpaid shall be rete umed to the Contractor. The City shall provide the Contractor
written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of none or
inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
tern 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
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performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
negotiated.
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all work
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City
other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost
of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress
or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are
completed and resolved. These books, records, documents and other evidence shall be available,
within ten (10) business days of written request. Further, the Contractor shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records, documents and
other evidence pertaining to the Contract, and to allow the City similar access to those documents.
All books and records will be made available within a 50 mile radius of the City of Denton. The
cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater.
If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel
costs, must be home by the Contractor which must be payable within five (5) business days of
receipt of an invoice--
B.
nvoice-B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the
terms "books", "records", "documents" and "other evidence", as used above, shall be construed to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBEIWBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
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any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day
of each month.
B. Work performed for the Contractor by a Subcontractor shall be purrum t to a written contract
between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the
terms of the
Contract, and shall contain provisions that
i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii, prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City
being a named insured as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor not later than ten (10) calendar days after receipt of payment fmm the City.
19. WARRANTY -PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's
current prices ca orders by others for like deliverables under similar term—s purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current
prices on orders by others for like deliverables under similar terms of purchase.
20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all
delivembles furnished under the Contract, and that the deliverables are free and clear of all liens,
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claims, security interests and encumbrances. The Contractor shall indemnify and hold the City
harmless from and against all adverse title claims to the delivembles.
21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all
delivembles sold the City under the Contract shall be free from defects in design, workmanship or
manufacture, and conform in all material respects to the specifications, drawings, and descriptions
in the Solicitation, to any samples famished by the Contractor, to the terms, covenants and
conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations,
and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall
be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law; and any attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the date of acceptance of the deliverables or from the date of acceptance of any replacement
deliverables. If during the warranty period, one or more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables,
or replace the non -conforming deliverables with fully conforming deliverables, at the City's option
and at no additional cost to the City. All costs incidental to such repair or replacement, including
but not limited to, any packaging and shipping costs shall be bome exclusively by the Contractor.
The City shall endeavor m give the Contractor written notice of the breach of warranty within
thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice
shall not impair the City's rights under this section.
D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming
deliverables as required by the City, than in addition to any other available remedy, the City may
reduce the quantity of deliverables it may be required to purchase under the Contract from the
Contractor, and purchase conforming deliverables from other sources. In such event, the
Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate
manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to
the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the
Contractor shall assist and cooperate with the City to the fullest extent to enforce such
manufacturer's warranty for the benefit of the City.
22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and workmanlike
mannei M accordance with generally accepted industry -sta durrds and practices, the terms,
conditions, and covenants of the Contract, and all applicable Federal, State and local laws, mles
or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the Acceptance Date. If during the warranty period, one or more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be home by the Contractor, The City shall endeavor to give the
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Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
of the breach warranty, but failure to give timely notice shall not impair the City's rights under
this section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above
standard as required by the City, then in addition many other available remedy, the City may
reduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources. In such event, the Contractor
shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such
services from another source.
23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES: If,
instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay
all claims, costs, losses and damages attributable to the City's evaluation of and determination to
accept such defective or non -conforming deliverables. If any such acceptance occurs prior to final
payment, the City may deduct such amounts as are necessary to compensate the City for the
diminished value of the defective or non -conforming deliverables. If the acceptance occurs after
final payment, such amount will be refunded to the City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
question the other party's intent to perform, demand may be made to the other party for written
assurance of the intent to perform. In the event that no assurance is given within the time specified
after demand is made, the demanding party may treat this failure as an anticipatory repudiation of
the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.
Upon notification, the Contractor will cease all work until notified by the City that the violation or
unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the
City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to
the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages, costs,
losses and expenses, incurred by the City as a result of the Contractor's default, including, without
limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post-
RFP#6412 IRBY UTILITIES 17
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judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and
any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy
provided by law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior to
the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor most assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
reasonable control of such Party. In the event of default or delay in contract performance due to
any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such
failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for: (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents,
officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's
compensation, loss of services, or loss of income or wages to any person (including but not
limited to the agents, officers and employees of the City, the Contractor, the Contractor's
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subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally imposed
strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A for services only. The successful firm shall procure
and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton.
The insurance shall be written by a company licensed to do business in the State of Texas and
satisfactory to the City of Denton.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to, as submitted to the City and approved by the City within the procurement
process, for the duration of the Contract, including extension options and hold over periods,
and during any warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage's and
endorsements required to the City as verification of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City. Failure to
provide the required Certificate of Insurance may subject the Offer to disqualification from
consideration for award. The Contractor must also forward a Certificate of Insurance to the
City whenever a previously identified policy period has expired, or an extension option or
hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve or decrease the liability of the Contractor hereunder and shall not be construed
to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submircurtificates of insurance to the Cityfora 1 subcontractors--
prior
ubcontractors—prior to the subcontractors commencing work on the project.
v. The Contractor's and all subcontractors' insurance coverage shall be written by
companies licensed to do business in the State of Texas at the time the policies are issued
and shall be written by companies with A.M. Best ratings of A- VII or better. The City
will accept workers' compensation coverage written by the Texas Workers' Compensation
Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and the following information:
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nocuSign Envelope ID: CBEDCaO&EP aE6mB6-947C4GB136F3
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The `other" insurance clause shall not apply to the City where the City is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without
expense, to review certified copies ofpolicies and endorsements thereto and may make any
reasonable requests for deletion or revision or modification of particular policy terms,
conditions, limitations, or exclusions except where policy provisions are established by law
or regulations binding upon either of the parties hereto or the underwriter on any such
policies.
x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to make reasonable adjustments to insurance coverage,
limits, and exclusions when deemed necessary and prudent by the City based upon changes
in statutory law, court decisions, the claims history of the industry or financial condition
of the insurance company as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured retentions shall be
disclosed on the Certificate of Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written
notice of erosion of the aggregate limits below occurrence limits for all applicable
coverage's indicated within the Contract.
xiv. The insurance coverage's specified in within the solicitation and requirements are
required minimums and are not intended to limit the responsibility or liability of the
Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
33. CLAIMS: If any claim; ifemand, suit, or other action is asserted against the Contmcror which
arises under or concerns the Contract, or which could have a material adverse effect on the
Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the time of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City
Hall, 215 East McKinney Street, Denton, Texas 76201.
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34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title
to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the
specifications in the Contract will not infringe, directly or contributorily, any patent, trademark,
copyright, trade secret, or any other intellectual property right of any kind of any third party; that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims. The
Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and
against all liability, damages, and costs (including court costs and reasonable fees of attorneys and
otherprofessionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere
in the world of the rights associated with the City's' ownership, and if applicable, license rights,
and its use of the deliverables infringes the intellectual property rights of any third parry; or (ii)
the Contractor's breach of any of Contractor's representations or warranties stated in this Contract.
In the event of any such claim, the City shall have the right to monitor such claim or at its option
engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor
agrees that the City's specifications regarding the deliverables shall in no way diminish
Contractor's warranties or obligations under this paragraph and the City makes no warranty that
the production, development, or delivery of such deliverables will not impact such warranties of
Contractor.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may
require access to ceftaM—of the City's and/or its licensors' confidential information (including
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential)
(collectively, "Confidential Information"). Contractor acknowledges and agrees that the
Confidential Information is the valuable property of the City and/or its licensors and any
unauthorized use, disclosure, dissemination, or other release of the Confidential Information will
substantially injure the City and/or its licensors. The Contractor (including its employees,
subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information
in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use
the Confidential Information without the prior written consent of the City or in a manner not
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expressly permitted under this Agreement, unless the Confidential Information is required to be
disclosed by law or an order of any court or other governmental authority with properjurisdiction,
provided the Contractor promptly notifies the City before disclosing such information so as to
permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to
use protective measures no less stringent than the Contractor uses within its own business to protect
its own most valuable information, which protective measures shall under all circumstances be at
least reasonable measures to ensure the continued confidentiality of the Confidential Information.
38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and
interests throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees
to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right,
title, and interest to specific inventions under such patentable subject matter to the City and to
execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the
Contractor for the City and the City shall own all copyrights in and to such deliverables, provided
however, that nothing in this Paragraph 38 shall negate the City's sole orjoint ownership of any
such deliverables arising by virtue of the City's sole or joint authorship of such deliverables.
Should by operation of law, such deliverables not be considered works made -for -hire, the
Contractor hereby assigns to the City (and agrees to cause each of its employees providing services
to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all
worldwide right, title, and interest in and to such deliverables. With respect to such work made -
for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its
employees providing services to the City hereunder to execute, acknowledge, and deliver a work -
made -for -hire agreement, in a form to be reasonably approved by the City, to the City upon
delivery of such deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths,
assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection, mask work registration, trademark registration and/or
protection, letters patent, or any similar rights in any and all countries and in order to assign and
convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
interest in and to the delivembles. The Contractor's obligations to execute, acknowledge, and
deliver (or clu—se to be executed, acknowledged, and delivered) instruments or papers such as those
described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract
with respect to such deliverables. In the event the City should not seek to obtain copyright
protection, mask work registration or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information
under the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
RFP#6412 IRBY UTILITIES 22
DocuSign Envelope ID: C6EDC506-EM646EC-B]66AWC4CB]36F3
identified
40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy, available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or seeming favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of
Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or ajoint venture. The Contractor's services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas fo)r
the proposes of income tax, withholding, social security taxe�ation or sick leave benefits,
worker's compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
RFP#6412 IRBY UTILITIES 23
Da Sign Enrve ID: C6EDCM&E 648ECA766-947CGCBr36F3
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City. Any attempted
assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity
not a party hereto; it being the intention of the parties that there are no third party beneficiaries to
the Contract.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parries,
reading no provisions mom strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thiffy-(30) calendar days after such meeting, the — —
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as; described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
RFP#6412 IRBY UTILITIES 24
DocuBlgn Envelope ID: 06ED6966-E "8EC,B76&947C40B736F3
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share the mediator's fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City
New Year's Day (observe)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
RFP#6412 IRBY UTILITIES 25
DocuSign Emelope ID: C5EDC58e-FAA 8EC-575&417 4CB73aF3
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract
54. NON -SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or malting prime or sub -awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,.
or City of Denton Contracts. By accepting a Contract with the City; the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Govemment, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of
Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offerir's agent, shall engage in any
discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of,
or be otherwise subjected to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance; No Offeror, or Offerm's agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph —
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. "Domestic end product" means -
(1) An immanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as -those that the agency --
determines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
V. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. I On - 1 Oil) provides a preference for domestic end products
for supplies acquired for use in the United States.
RFP#6412 IRBY UTILITIES 26
DomSign Envelope ID: UEDC585-EP 648EC-B76e-MX4CB736F3
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
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
htto'//www.dol.goy/whd/contracts/dbm.him and at the Wage Determinations website wwwmilol.eov
for Denton County, Texas (WD -2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Fedeml, and Local laws and requirements. The Respondent
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Respondent shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees.
Respondent is responsible for both federal and State unemployment insurance coverage and
standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with
all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Respondent or its employees for any Unemployment or WorkersCompensation coverage, or
federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall
pay all costs, penalties, or-lossesesulting from Respondent's omission or breach oftla's Scetion.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable previsions
of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government -wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
RFP#6412 IRBY UTILITIES 27
DocuBlan Envelope ID: CBEDC586-E 648EGB766-947C4CBr36F3
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any
such damage within one (I) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the
Respondent will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
65. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy order
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any tem of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Respondent shall grant access
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFP/Bid documents
3. City's standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
RFP#6412 IRBY UTILITIES 28
Docul Envelope ID: CBEDC58FE 648EC-6766-94704CB7361H
EXHIBIT D
CERTIFICATE OF INTERESTED PARTIES FORM 1295
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OFFICE USE ONLY
Carryal es, 1, 2,4. 6. and A y mme may ad imaety d War,.
CERTIFICATION OF FILING
call Number
i Name ofbusiness antlry filing toms, and Ne city, Mid and wualry orthelawal sentry's place
of bualness.
2017-255837
Bluarl C Irby
Fort Will TX United Slates
Yue Filed:
2 Namdg gateria nb entity or sleto"Army about isApanym thecontratl I, Al jFe il
06/91t101y
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all Aehnaxledgeds
09/12/2017
p provide the ldamfflradm number used by die gavemmdualemly at swe agency t0 track or iaanay rlm eamraet. and awards
description at the serviwa, goods, or other property to a proNded under the eentaim.
RFP 64V
Supply of Bahl Utility Live Compression Finings
a
Name of interested party
OIy, Sol counW(pleas of basinasal
Nature of Imemsl
tchack appllvabb)
eonlraMM
Inremledl
AMcidal Chance
FortWorth, TX Umund States
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p pmjury, that the above diadowrc Is true wltl eoued.
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20l to ceni"ich, w40ess my band and seal of office,
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RFP#6412 IRBY UTILITIES 29
DocuSign Envelope ID: CBEDC R6- M6.48EGB766-967UCB1 M
EXHIBIT E
K0
June 7, 2017
City of Denton
Materials Management
9019 Texas Street
Denton, Tx 76209
Inev urtura"
ELernurac DlSm1a11rnR
7125 Belton Street
"Worth, TX76118
817.281-0868
www.kby.mm
SPblect: RFP -6412 Supply of Electrical otlllty Llne Compression Fittings
Robyn,
Thank you for the invitation to Participate in the Subject RFP. Our response Is enclosed.
Our response includes the following documents:
Cover Page
Exhibit Price Sheet
Completed Solicitation Checklist
Attachment
Business Overview Quastlonnalre
Attachment
Exception Form
Attachment Bl
Mutually Agreed Ilona Terms and Conditlens
AttachmentD
References
Attachment
Conflict of Interest Farm
Attachment
Acknowledgment
Authorized Distributer
Letter
Product specsheets
Proposal Supplement
We look forward IIo your response.
SIweIPIY,
1465se11
Ph 8v-321.4011
Fx 817.284-7749
James@lrby.com
RFP#6412 IRBY UTILITIES 30
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DocuSign Envelope ID: CBE005g&E 6A EC -B76& 7C4C 773
EXHIBIT E
Irby,
'A if iffi
ft2s
Table of Contents
ConedendakyStatement......».,.».,...»„«.o»,....�,..... �,,,..«..».....,.. .vin .,...»m.«aw.w,s.u�aNuu uI
Business OverWm Questionnaire and Forms......... ..................... ... 2
RFP#6412 1RBY UTILITIES 32
DocuSign Envelope ID: 06EDC586-EM6-48M8766-94ID4CB736F3
IFMOBIT R
Business Overview questionnaire and Forms
1. Legal name and address: Stuart C. Irby
7125 Belton street
Fort Worth, Texas 76118
Agent Authorized to sign contract: Russell James
Agent's email address:
james@lrby.com
2. Subsidlaryof:
Sonepar USA
3. Organization pass:
Corporation
4. Tax Payer 10:
64-0179020
S. Date Established:
1926
6, Historically Underutilized Business: No
7. Does your company have an established physical presence In the state of Texas, or the City of Denton?
Irby has four utility branches located throughout Texas; specifically In Austin, Fort Worth, Houston and
San Antonio. Our facilities Include a high voltage test lab, tool repair facility, and a Project Services office.
Our Fort Worth branch Is well situated to meet the City of Demon's material requirements. This branch
has a large 60,000 sq. ft. electric utility warehouse that currently carries $4.2M of pole line hardware,
transformers, wire and cable with 3 acres of yard storage space. This warehouse was set up In 19981n
north Texas to support public power and electric utilities.
Al
Irby
f4 Fort Worth Branch, 7125 Belton St
San Antonio
Austin
Houston
Jrbyunlnle<
Page 2 orby
RFP#6412 IRBY UTILITIES 33
DocuSign Envelope ID: C6E00586-EAA648E0-B766-947=I3736F3
EXHIBIT E
8. Please provide a detailed listing of all products and/or services that your company provides
We have a comprehensive menu of services, as listed heloW.
pSgcuremeniS vicgg.
• Best Buy Evaluations
• Capacity Planning
• Cost Savings Initiatives
Planning/Purdlasing(Coordination
Commodity Volatility Analysis
walLedboose Services
Warehouse Operations on Customer She
• Material Flow/Pick Evaluation
• Vendor Shelving
• Storeroom Management
Materiel Services
• Consigned Inventories
Vendor Managed Inventory
• Site and Mobile Inventory
• Disaster Recovery Planning
• Material Standardization
• Data Cleansing Processes
• Storm Stock Programs
• Transmisslon Substation Packaging Services
• Lighting Services
• Safely Testing and Supply
• Tool Repair Operations
Cable Management Program
Wire Curling -Scrap Reduction
• Energy Audits
Automation/HMI and VFD Design With Start Up and Commissioning Capabilities
Arc Flash Studies
• Sensor Design
UtllXles
Page
Irby
Yege3 Irby
RFP#6412 IRBY UTILITIES 34
DocuSign Envelope ID: UED0586£ 648EOB166-941C4CB136F3
FXIIIB1T E
Logistic SCNlces
• Inbound/Outbound Scheduled Delivery Programs
• Jobsite Delivery
Kitting Programs
• Backhaul, Cross Dock and Transfer Programs
Project Management for Contractors
• Large Job Storage with Contractor Preferred Delivery Schedule
IT Services
• Automated Transactloos
• Bar -Coding
Customer Site and Extranet Reporting
' Irby -Furnished Inventory and Purchasing System
• Irby Online, ISTOCNOiAssist, Web Ordering
Remote Data Collection
RML Interface to Customer's Mainframe
• Full EDI transaction set capable
• Third Party Ma pping/Connection Capabilities
• Trade Service On-line Pricing for Contractors
9. Has your company Bled of been named in any litigation Involving your company and the Owner ono
contract within the lestflve years under your current company name or any other company name? If so,
provide details of the Issues and resolution If avallable. Include lawsultes where Owner was Involved.
(Notloe: Failure to disclose this information during proposal submission, and later discovered, may result
In contract ermination at the Owner's option.)
No
10, Have you ever defaulted on or failed to complete a contract under your current company name or any
othercompany name? Ifso,whereandwhy? Give name and telephone number of Owner.
No
31. Have you ever had a contract terminated by the owner? If so, where anywhy? Give name and telephone
number(s) of Owner(s).
No
Irbyuamros
Page 4
Irby
RFPN6412 IRBY UTILITIES 35
DocuSign Envelope ID: C6EDC586-EM648EC-9766-947C4CB736F3
EXHIBIT E
13. Resident/Non-Resident eldde r Dele rm[nation:
Respond inR firm's principle place of business:
Irby Utilities
7125 Belton Street
Fort worth, TX 76118
Company's majority owner principle place of business:
Irby Clecirical DistributorsSIS Irby ,Drive •'rby
Jackson, MS 39201 y`
• Established in 1926
• 2015 Sales of $940,000,000
• Headquarters In Jackson, Mississippi
• Over 60 locations covering 43 states
• Inventory Investment of$100,000,000
• Integrated Alliance Partner
RFP#6412 IRBY UTILITIES 36
4.,
t
J
1
i44
+•1
+
+ +
Irby Utllltles
Hay
Page 6
RFP#6412 IRBY UTILITIES 36
D uSlgn Envebpe ID: CSEDC586-E4A EC-B1e6941C4Ce1WF3
EXHIBIT E
Ultimate Parent Company's principle plea of bualness:
Sonepar USA
510 Walnut Street sults 400
Phllsdelphla, PA 19106
Eoff
011silm
fMVMe.
IHaudllee
Paae1
4 Established In 1996
4 2014 Saks of $8 Billion
4 Headquarters In Phlledelphla, PA
4 Over 60 locations covering 43 states
4 Inventory Irmestment of $100,000,000
4 Integrated Alllana Partner
LP"by
RFPN6412 IRBY UTILITIES 37
<79
sonopur
u.a
14Ei5x1'1:57 :1
CODALE
0 °
__ ...
iII All 1,
irby
Craw(M
4 Established In 1996
4 2014 Saks of $8 Billion
4 Headquarters In Phlledelphla, PA
4 Over 60 locations covering 43 states
4 Inventory Irmestment of $100,000,000
4 Integrated Alllana Partner
LP"by
RFPN6412 IRBY UTILITIES 37
DocuSign Envelope ID: C6EDCW-EAA648ECA766-901C4CB736F3
EXHIBIT F
14. Provide details to support the evaluation criteria, Including experience and delivery:
a) Indicators of Probable Performance under contract.
Indicators of probable performance under the contract to Include: past vendor performance, financial
resources and ability to perform, experience or demonstrated capalailty and responsibility, references,
and the vendor's ability to provide reliable maintenance agreements and support.
Performance metrics are key elements for analyzing the effectiveness of a program. Performance
measurements can also identify broken processes and errors. Key components for a successful
performance management Include:
♦ Develop measurements fur the work processes
♦ Must be speclflc and clearly defined
♦ Provide meaningful data for statistical analysis
♦ Sustalnoble and cost-effective
♦ Timely review is paramount In order to capitalize on a timely corrective action
Irby would be prepared to meet with key stakeholders to identify appropriate performance metrics for
the City of Denton and to determine the best method to communicate the performance of IrWs services.
The most common performance metrics Include On Time and Complete Orders. Irby provide these types
of metrics to their key contract customers. Below is an example of this reporting structure.
Irby UNllties
Page 8 by
'�
RFP46412 IRBY UTILITIES 38
1112016 Performanoe Metrics
l00%
95%
9096
\
.Eq3
� eo%
o`
25%
m%
JAN
FED MAgUI
AenlE
MAY
JUNE
OWH1
92
e4 95
92
9e
09
WH2
9!1'
91 95
94
92
J3
I-YW113
91
9r5 99
92.5
95
W
Irby UNllties
Page 8 by
'�
RFP46412 IRBY UTILITIES 38
DocuSign Envelope ID: C6EDC586.Ep 48E0.11766-94)C4C13]36l
EXHIBIT E
b) DellveryRimeframe.
The delivery time frame for goods after receipt of order (A. R.0)
The delivery time frame varies and Is dependent on each particular project. Irby invests continually to
ensure the efficiency, reliability and security of Its delivery networks and meet the needs and
expectations of our customers. We have dedicated fleet services and are flexible on the delivery
schedule you require. Unless otherwise specified, we will select the lowest cost delivery method.
c) Price, Total Cost of Ownership.
The price of the Items, to Include total cost of ownership, such as Installation costs, life cycle costs, and
warranty provisions.
Irby, In conjunction with our parent company, So eapar USA, has developed a unique financial model
which has been specifically formulated for the long-term Integrated Supply contracts we enter Into
with the goal of meeting our customer's service level expectations and reducing your overall Total
Cost of Ownership. ,Because we create a partnership with our diems and work to reduce procurement
torts an their bel If, a different financial approach is required. We believe that a model that works
on transforming the customer's business, Instead of Just instituting change, requires an approach
rooted In process, systems and operations.
Irby Will
pages
Irby
RFP#6412 IRBY UTILITIES 39
DcouSign Envelope ID: C6EDC586-EAA6-48EC-8766-g47C443I736F3
EXHIBIT E
15. provide details on how firm meets the minimum qualifications stated In this Main document section 3.
Irby has been providing services in support of electrical utilities for over 75 years. Staffed by experienced
professionals, our expert supply and services capabilities Include the design and implementation of
effective strategles where consistent performance and continuous Improvement are critical.
Irby Is well positioned to meet the material requirements of the City of Denton using our Fort Worth
Branch which has a large 60,000 sq. ft, electric utility warehouse. This warehouse was established in 1998
In north Texas to support public power and electric utilities. It currently carries $4.2M of pole fine
hardware,transformers, wire and cable with three acres of yard storage space. Our core competencies
Include warehouse management, emergency response, process Improvement, tactical and strategic
supply chain management of electric utility's line material and equipment.
Following Is the organizatlonal structure of key individuals that will manage this account:
I
01 YYAaPt
P1{fitaeCAauan
Irby Account Management
for
Cary of Vernon
iw
PmMNRrnm CLaMYAMM�tn
Irby
1
ooncorieY
Russell James (Texas Inside Sales Associate) and chance Anderson (Texas Sales Associate) will be the
primary contacts.
Irby Utilities
Page 10
irby
RFP#6412 IRBY UTILITIES 40
DocuBign Envelope ID: CBEDCWMA BECA166617C4CB736F3
EXHIBIT E
1 certify that our firm meets the minimum qualifications as stated In this Malh documeK Section S.
Signature:.__ _R435+tt_J44"?6s.. _ 3/7j-37 _ _
Russell James Date
Why Ilrlltis
Page 11
,Irby
RFPk6412 IRBY UTILITIES 41
DocuSgn Ermelo ID: C$EDC58&EA 648EGB76&947COCB736F3
EXHIBIT E
Irby
! UTILITIES
RFP#6412 IRBY UTILITIES 42
oocuSgn Envelope
EXHIBIT E
-BUSINESS OVERVIEW QUESTIONNAIRE AND
FORMS
1. Contract Information (for formal connecting purposes):
77te following ipformadon will be used to ware a contract, should your firm be selectedfor
a -d
• Firm's Legal Name: StuartC Irby
• Address: 7125 Belton Street
Ft.Worth, TX 76118
• Agent Authorized to sign contract (Name): Russell James
• Agent's email address: james@irby.com
2. Subsidiaryof.• Sonepar
3. Organization Class (circle):
Partnership o oration Individual Association
4. Tex Payer lD#: 16401790205
S. Date Established: 1927
6. Historically Underutilized Business: Yes or NW
7. Darts your cmn Tetras,
any have an established physical presence in the State of or the City of
Denton? Rest No, in which? Fort Worth, TX
8. please provide a detailed listing of all products mid/or services that your company provides.
See attached Proposal Supplement
9. Has-yeur�rnpany filed or been narned in any litigation involvin&youccontpany and the Owner
on a contract within the last five years under your current company time or any other company
name? If so provide details of the'issues and resolution if available. Include lawsuits where
Omer was involved. (Notice: Failure to disclose this information during proposal submission,
and later discovered, may result in contract termination at the Owner's option.)
No. N/A -This is for Services Provided
� �gy
RFP#6412 IRBY UTILITIES 43
DocuSign Envelope ID: C6EDC586-1A 8EG8766-947C,ICB736F3
EXHHiIT E
10. I -lave you ever defaulted on or failed to complete a contract under your current company name
or any other company nine? Was, where and why? Give name and telephone number of
Owner.
No, NIA -This Is for Services Provided
11. Have you ever bad a contmtt terminated by the Owner? If so, where and why? Give name and
telephone number (s) of Owner (s).
No, N/A. This Is for Services Provided
12. Has your company implemented an Brnployee Ilaallh and Safety Program compliant with 29
CFR 1910 "General Industry Standards" and/or 29 CFR 1926 "General Construction Standards"
as they apply to your Company's customary activities?
hlfj):ANMM1V.naI1fl.V.nY�llarralawtll)!alNltil elr.aRll1 ftq_nr!p �Ipc_yin:'•S'[ANDARDS4111_
[pc ie-v_el=j_&P-keyyaluc-926
No, N/A- This is for Services Provided
13. Resident/Non-Resident Bidder Determination:
Texas Government Code Section 2252.002: Noa-resident bidders. Texas law prohibits cities
end other govenunenunl unfits from awarding contracts to a non-resident firm unless the amount
of such a bid is lower than the lowest bid by a Texas resident by the amount die Texas resident
would be required to underbid in the non-resident bidders' slate. In order to make this
deterlinaticn, please provide the name, address and phone number of:
a. Responding firms principle place of business:
Irby Utilities
7128 Belton Street
Fort Wonh, TX 76116
b. Company's majorityowner principle place of business:
Irby Electrical Distributor
815 South President Street
Jackson, MS 39201
e. Ultimate Parent Company's principle place of'business:
Sonepar USA
510 Walnut Street
Suite 400
Philadelphia, PA 19106
RFP#6412 IRBY UTILITIES 44
DocuSgn Envelope ID: 06E1aC886-EAA548EC-B766�7C4CBI38F3
EXHIBIT E
14. 1Yovidedelais to snongef the eca l nidi irrherin Inelmline esucrlencc slid dcllvcl .
See attached Proposal Supplement
15. Pravid 1 ala it on 1101V firm Ineels the III in ink" in qualifications slated In Ibis Main
document Section 3.
a. The details must be completed on this form, and stall not point to another document in
the respondent's proposal.
b. Sign below and va um form with final submission.
See attached Proposal Supplement
I certify that our firm meets the minimum qualifications m stated in this Main document, Section
3.
gtt",al, Jaa«as. 618/11
Slgnanse
RFPti6412 IRBY UTILITIES 45
DocuSgn Envelope ID: C6EDC586-EAA6-0 EC-B]6&WX4CBMF3
1*111Mllrlral
City of Denton
601 E Hickory St
Denton, Texas 76205
irby
UnuxlEa
Irby Utilities (Irby( Is pleased to present our proposal supplement to the City of Dentoris scope of Work.
As one the leading utility service suppliers in the United States and the leading Utility supply arm for
Sonepar USA, Irby has assembled a proposal that offers the City of Denton Industry leading expertise In
utility and Integrated supply programs.
Irby was founded in 1926 and is based In Jackson,Mississippi. We have over 60 locations covering 46
states and Is one of the largest regional electrical distributors In the United States with a proven track
record of exemplary service in the Utilities Distribution arena. The employees of Irby have been serving
customers In four major market segments, Industrial, contactor, commercial and utility, with Innovative
products and services for 90 years.
Irby Is an operating company of Sonepar USA, an independent family-owned company with global
market leadership In Bdo-B distribution of electrical products and related services. Sonepar USA and
Irby have major vendor programs that leverage combined spend at the national level With key suppliers
to establish pricing and service platforms that create competitive advantages for the Sonepar operating
companies. Through an agreement with Irby, this market position can be leveraged on behalf of the City
of Denton with targeted manufacturers to receive best In class pricing.
Thank you for this opportunity.
Sincerely,
gumell James
Inside Sales Associate — Texas
RFP#6412 IRBY UTILITIES 46
D Sign Envelope ID: CBEDC588-EAA6-48EG1176 41C4Ce138F3
EXHIBIT E
CliyofDeman
RFP for 3epply of rJeclde Tramminion I int Candwor Ausahmmna and Pole Hardware
SUBMISSION EXCEPTIONS/CLARIFICATIONS
Any exceptions or clarifications taken to this solicitation (Including terms and conditions in
Exhibit 2, the General Provisions and Terms and Conditions) must be itemized on the linea
below. 'HEditional"pages may be added asnetbed. If them are no exceptions or clarifications,
pleaso sign where indicated at the bottom of the page.
Item a Description -
rrn1d /I?8n-S
'Me abovo exceptions and clarifications (and any addiliamal pages identified) arc the ONLY
exception01clariSptions to the specifications, General Provisions and Terme and Conditions in
Exhibit 20 mSSSi,,,rrrd sample contract to this solicitation. I understand that the City may not accept
additional ex '+prions IMrduml after final submission of this proposal,
Tr
ur•ny Am
No Exceptions are taken to this solicitation or the General Provisions and Terms ,
and Conditions In Exhibit 2.
Signamru C.an,pwy Dam 1
RFP 6412 - Hain Docau"
RFP#6412 IRBY UTILITIES 47
DocuSign Emelope ID: C6EDC586-1 P 6�18EC-67664)47Cd VMF3
EBR, Inc.
To Whom it May Concern:
EXHIBIT E
ELGIN B. ROBERTSON, INC, e999R.rnsw�m9awal,m.69+w9�(x
AMARILLO•CORPOS CHRISTI - DALLAS•HOUSTON Ca016031094 rola
lutV2,2014 RePlyto: Danes
Please note that Stuart C. Irby In Fort Worth Is an authorized distributor for the following manufacturers
represented by Elgin B. Robertson, Inc.:
American Polywater
Brugg Cables
ConduN/fesmec
FWT
Gahran
Hughes Brothers
Lindsey Manufacturing
Martin Enterprises
Midsun Group
Nep"
NGK-Locke
Preformed Une Products
Prime Conduit
Strevcrete
Turner Electric
United Poly Systems
Contact Russell James
StuartC Irby
7125 Belton St.
Fad Worth, TX 76118
917-3214011
Sincerely,
(;rl� 4 if
Bary W. rl9ht
Elgin B. Robertson, Inc„ Repr.
AMARILLO: CORPUS tNR1eT1: OALLAb: NOW1M,:
��p PNUNF: 909M}i-2291 %iOhE:%1100-0$O P.O ROr 910119 rITII XCPmonOMen4m
1 ..9�Y1 .2' rAX.0V0H}P0199 FXX:MMA1 I a0 OIL,
OHS x5111 .YYION111
MONS. 3141033'2W Ibe[Iw..T09a7r062
2
OYaa� RAt: b93O$812 PHONE aOO".9991
EA,20,2ua9-
DmuSignE Melo ID: UEDC M -EP 648EC-KW947C,ICBMV3
EYJMIT E
Authorized Distributor Letter I r
July 24, 2014
To whom it may concern:
Irby Ft, Worth is an authorized distributor for MacLoean Power System products for the state of
Texas. Irby Fort Worth is also authoyized for transmission project business throughout the
United States,
Regards,
Layton Lively
Soles Director - Western U.S.
469-744-7228
Ilivulvo(Lm lem mown'cum
ww4Y,.91ilFt4911jtf!A'e1+09111
RFP#6412 IRBY UTILITIES 49
DocuSign Envelope ID: CSEDC5a M6 48EC-B]BBA41C4CBMF3
EXHIBIT E
RFP#6412 IRBY UTILITIES 50
Kayla Rldg" t
Cu tumerSelvio Speclast
-
Hubbell Prover SyMW, ma
i(HU BELL)
201
Cw'heWMOINIM
�vtlL.--
Tel, emeeaeM
PIMA SMITMG, INC.
Fm 67aee2-0812 ,
—'M -Mall: kmdMt,YaN'Ahubboll.rum __,
1
1
+
To Whom X May Conosm:
Thla lsttar B to verify OW SONEPAR- STUART C IRBY
CO In Poll Werlh Taxes Is an aulhorked d
dlstobutor Im Hubbell Pow SysWm
Sincerely,
Kayla Ridgway
Customer Servw Specials(
Distributor UIIMWMmkst
j
Hubbell Power Systems, Inc,
RFP#6412 IRBY UTILITIES 50
DocuSign Envelope ID: C6EDC666-EPA EC KN -g47 M736F3
EXHIBIT E
wREFERENCES
Please list three (3) Why references, other than the City of Denton, who can vedfy the grollty of emim your
company provides. The City prefers customers ofdtnllar size and scope OfVAmkW dda Propend.
RERERENCRONG
OOVERNMENVOOMPANY NAME:fllLOF (771((1 AND
LOCATION: (4tjLJ fNb,-X
CONTACT'PERSONANDTrmiLfg•Rt'_HS?,,enlntn l�{tR(,'If lgll.T_SJ J}_NAyY11(
TELEPHONE NUMBER:972-L0kU4n
SCOPE OF WORK., AI![lllClp[G 4'pAM'HA,�7S
CONTRACT PERIOD:
REFRRPMCE TVYO
OOVERNMENT/COMPANY NAME, VIVY (NCN'7idY'UA;!(fY)Itl)•
LOCATION: 11Eif 771KRP0101_fd
CONTACTPERSON ANDTrTLli:AV#j;fiTA108V 111/ftCHASINEi4CUNT
TELEPHONE NUMBER: 8J2.d9.R:1252
SCOPEOFWORK_.__—
CONTRACFPBRIOD: .__
REFERENCE THREE
OOVERNMENT/COMPANYNAMB: CITY OF&INUhN
LOCATION: bA601. 7,4%'
CONTACT PERSON AND TITLE: A01,41y(dAf
TELEPHONE NUMBER: 940.4,V-2064
SCOPE OF WORK:
CONTRACTPEkim
RFM6412 IRBY UTILITIES 51
DowSign Envelope ID: 06EDC586E 48EP11766-941C4CB736F3
FWX of W131"
City ol'Dunon
RFI' for Supply ofCleco is Tronanixxiun Una Coaducler madmtentuad Yole kinldwale
ACKNOWLEDGEMENT
An indeoihned oilcc$ this submission hmemcs lite property of the City of Dorton oner the official opening
The undersigned Arthritis lie has fsmiloo zad himseli with the apeeirmalin n, drawings. dealis and other docmnenR; the
local coodldons under which Ibe wee is to be perLmtmd; sn6elicd hhnsdf of @e Conan Runs ol'cut k ery, handling and
storage III noteriels and equipment and all riser matters that will be ratlaimd tir Ise wait Uelom suLmining a response.
Tho undersigned agrees, illhis submission is accepted, to artist any and all ilemwserndceu upon which prices are
offered, at the p(ieefs) and open the torn=s sod conditions contained in the spedfiaatiou. The period for arerpmncc ol"
this submission will be 126 calendar days codas a different period is rimed.
The mtdenigned affirms lists they am duly authorized to execute this contmcl, that this wbutissiun has not Leen prepprud
Lp collusion with any o0rer respondent, nm any employee of the City of Iyrnmn, and that lite cnmcnu of this submissimt
lave not been communicated many mine resfmndent or to any employee of the City of Damm prior to she Acceptance of
this submission.
Va"Poralenl hem Ly assigns in a r, City any and All claims for overchargesxationoed with tis contract which arise under
the anlibrusl laws of Ilse United States, 15 USCA Section 1 WN., and which arise At the tommust laws of the Slam of
Trans, l'ex. bus, & City. Code, Section 15.01, Dpey.
The undersigned afiimu that they have read And do understand the spedbcinums, all exbRAw and attachments condoned
in this solicitation package,
l"he undersigned agrees that the solicitation package posted on the website arc the official specithcalart and shall not
Altar the electronic copy of he specifications and/urpriumir chains 4VIdidit 1), without clearly identifying csangcs.
'Ise undersigned understands they will he responsible for monhuriag rhe City of Dannon Pmclrasing Welosite at:
IIIAK'\r)y41CUYp41rg1:!AsomthtQea,lsps-'Pac '09 to ensure they have davadmaltl And signed all addcndutn(s)
required I'nr subar sires with their mxponsa
1 codify that I have tirade no will/ul misreprro stations in this Nubrnvsion, nor have I witltlmld information in my
mdnneals and answem to qupWions. I rut aware that @e inlbnnatioo given by me in this adaniss!mm will be investigated,
with my fill permission, and bad any misnpraenWfil nx or mnisahms may came dry m AidtSIon W be rejected.
Acknowledge recelyl of following addenda to the solicitation
Addendum No 1 Dined .J _ S f� Received
Addendum No 2 Dated Received
Addendum No Dated _-_ Received
NMfE AND ADDRMS OR COMPANY:
rrb —D -i 1 IjC.s,_._
ZZ s QsL irzr�
Tel. No
L:tllnii.JR_r¢sC:-�.r_kl-_t_t)r1
RFI' (412 - Main Dncnm rid
AI)'1-11014121i IMPIRP ATIVRI
SignaWrn,,ti_
DaW
Name:
Tifloo
RFP#6412 IRBY UTILITIES 52
DocuSign Envelope ID: 06EDC586-EM"BEC-B766-941C4CBr36F3
EXHIBIT E
Allnchmonl. 13-1 MuWlilly Arrced(hxtn'Pemlg and C:anditinns
Items in this document represent the modified, agreed upon teens and conditions
between the City of Denton and Irby Utilities. Only revised sectionsiparagraphs are
attached in completed form.
RFP MAIN DOCUMENT
6. Contract Term
(paragraph 2)
Uxtension of contract tents beyond the initial 1 -year period wig acquire mutual agreement of The panics.
S. Price Adjustawnts
(Paragraph I)
Prices quoted for the commodities or services described in the RFP most be film fm a period of one year
from date of contract award. Requests made for pricing adjustments will be supported by munufactyrer or
supplier cost justincadon support, including, but not limited to, applicable industry index data provided
by associated manufacturers) in amordance with the product represented.
9. Cooperative PorchasiWiggyback Option
(Paragraph h)
The contract moulting from this solicitation will be available for use by all govemmenbl entities within a
75 mile radius of Contractor's base location associated to the specific solicitation
RFP EXHIBIT 2
19, Performance Liquidated Damages
(Paragraph 2)
The Contractor shall be assessed a one (1%'i percent fee such week when any one of the performance
standmds outlined above are trot met in full for "normal condition" orders and based on usages in line
with estimated annual quantities supplier by the City. At the end of each month, the City will review the
monthly reports and determine the percentage of penalty to be assessed to the Contractor's mondtly prat
margin,
l9. warranties
The contractor shall provide a warranty that is standard in the industry, which is a'bass through"
warranty condition for this agreement. Repair or Maintenance of Floor not performed to industry standards
shall be aecomrphahed at the contractor's expense,- at the option of the City. -
Ana-.hment 8-1: Mutually Agreed Tlpon Terms and (nndulcm;
RFP#6412 IRBY UTILITIES 53
DocuSign Envelope ID: CBEDCR&EAA648EC-B166�961CelCBrn6F3
EXHIBIT E
RFP EXHIBIT 2, Section B- Standard Purchase Terms and Conditions
(Opening Paragraph l)
Time standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and allow
requircmenm included in the City of Denton's schoo lion Am applicable to Contrmtn/Purchase Orders
issued by the City of Denton instal flet aterred to as the City or Buyer and the Seller herein after
Offered to as the Bidder, Contractor or Supplier. Any deviations must be in writing and signed by a
representative of Ike City's professional Department and the Supplier. No Tarns and Conditions
contained in the Sellers proposal response, Invoice or Salernenl shall serve to modify the teams sal forth
boom unless noted as Special Conditions, which have peen mutually agreed upon.. If there is a conflict
between the provisions on the face of the Contaroulpumhase Older these written provisions And
anaebra la will mks precedence.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped
F.O.R. point of delivery mien otherwise specified in the Supplemental Terns and Conditions. Unless
otherwise stated in the Offer, the Contactors price shill be deemed to include all delivery mail
transportation ahargea. In the event shipping charges ere applicable, the City shall have the right to
capital what method of transportation shall be used to ship the deliverables. The place of delivery shall
be that set font the purchase order.
17. RIGHT TO AUDIT
A. The City shall have the right In audit and make copies of the books, records and computations
pertaining to the Contact. The Conlacmr shall retain such books, records, documents and other evidence
pertaining to the Contact period and five years therceaa, except if an audit i in progress or audit
findings are yet unresolved, in which case records shell be kept until all audit tasks an completed and
resolved. These books, records, documents and other evidenoe shall be available, within not (10) business
days of written request. Furthermore, the Contractor, to the best of its ability, also require all
Subcontractors, material suppliers, and other payees b retain all books, records, documents and other
evidence pertaining to the Contract and Io allow the City similar acmes to three documents. M books
and records will be made available within a 50 mile radius of thacity of Damon. Tom cost of the audit
will be home by the City unless the audit reveals an overpayment of 1% or greater. If en overpayment of
1% or greater occurs, the reasonable cost of the audit, including any travel costs, mum be borne by the
Contractor which must be payable within five (5) business days of receipt of an invoice.
20. WARRANTY -TITLE
The Comm ear represents within reasonable expecalion that it has good and indefeasible title to all
deliverables famished under the Contact, and that the deliveables am free and clear of all liens, claims,
security marcsa and encumbrances. The Contractor shall indemnify and hold the City harmless from
end against all advarae title claims to the deliverables.
21. WARRANTY -DELIVERABLES _
The Conlraclor represents within—mountains expeuation (bat all deliveral lee s"o the City rmddr-fhe
Contract shall be free tion defects in design, wodananship or menufseare, and confoms in all material
rospoets to the %notifications, drawings, and descriptions in the Solicitation, to any samples famished by
the Contractor, to the looms, covenants and conditions of the Contract, and to all applicable Slam. Federal
or local laws, rules, and regulations, and industry codes end standards. Unless otherwise stated in the
Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned.
C, Unless otherwise specified in the Cone 1, the warsnty period shall be one year from the data of
delivery ol'the dolivpables or from the date of accepter a of any mppipmec rt deliverabieu, or as a term
Attachment 6 1: Mutually Agrped Upon Tel and Condoons
RFP#6412 IRBY UTILITIES 54
DocuSign Envelope ID: C6EDC586-EAA8-48ECW66-849C4CB736F3
EXHIBIT E
good by the corresponding manufacturer. If during the warranty period, one or more of the shove
warranties ale bmachod, the Contractor shill promptly upon receipt of demand either reixih the non-
conforming abdivembles, or replace. ilia non-confotming'delivcrablcs will) fully conforming dolivembles,
at the City's option end at no ndditioual cost w the (Sty. All wets incidental to stall repair ur
replacement, including but not limited to, sty packaging and shipping eosin $11911 be home exclusively by
the Contractor. ilia City shall endeavor n give the Contractor written notice of the breach of warranty
within thirty (30) calandar days of discovery of the breach of warranty.
27. TERMINATION FOR CAUSE
In the event of a default by either party, the ether party shall have the right to terminate the Contract for
cause, by written notice creative tun (10) calendar days, unless ollwrivtae specified, atter the dale of such
notice, unless the defaulting party, within such ton (10) day period, cures well default, or proAdes
evidence auftcitan to prove to Ilia other party renumabic satisfaction that such default does not, in fact,
axial, to addition n any other comedy available under law or in equity, the non -defaulting party shall be
entitled to rceever all arcual damages, coats, lasses and expenses, incurred by the nomdofiiulling as a
result of the defaulting party's default, including, without limitation, cost of cover, reasonable attermays'
lana, wua costs. and prejudgment and post -judgment interest At the maximum lawful ale. Additionally,
in the evert of adefault by the Contractor, die City may remove the Contractor from the Goys vendor list
for three (3) years and my Offer submitted by the Consimlermay be distralifled for up to three (J) years.
All rights and remedies under the Contract are cumulative end ere But exclusive of any other tight or
remedy provided by law.
38. OWNERSHIP AND USE OF DELIVERABLES:
A. Falcon, As to any palenable subject matter contained in the delivarables, the Contractor, to dna best of
its ability and in working with the corresponding manufarturi r(s), distlow suoll petepnble subject matter
to the City. Further, if requested by the Cily, the Contractor agrees to assign and, If mutu ary, team each
of its employers to assign the entire right, title, and interest to specific inventions order such patentable
subject matter to the City and to execute, acknowledge, and deliver and, if nccosary, reuse each of its
employees to execute, acknowledge, and deliver an assignment of letters parent,. is a fatal to be
reasonably approved by the City, in the City upon request by the City.
R Copyrights. As to any deliverables containing cupyrjghluble subject matter, the Contractor, to the but
of in ability and in working with corresponding manufacturer(s), that such dclivrmbles shell be
considered as work made -for -him by the Contractor for the City and the City shall own all copyrights in
and to such deliverables, provided however, that nothing in this paragraph 38 shall negate the City's sole
or joint ownership of any such dolivemblos arising by virtue of the City's sole orjoint authorship of such
deliverables. Should by operation of law, such deliverables not be considered works made -for -him, the
Chntractor, to the best of its ability and with corresponding manufacmmr(s), ,maigia m tiro City (and
agrees to cause each of its ampioyees providing services n the City homundcr to execute, acknowledge,
end deliver An caignment to the City of dile, and interest in and to such dobvoablae. With respect Io ooh
work madc-fm-hire, the Contractor, to the beg of its ability and with corresponding menufflcl4ter(a),
execute, acknowledge, ad -deliver and mese each of its employees providing services -11"O City
hereunder to execute, acknowledge, and deliver a workmeda•for-hire agtearnen, in A form to be
remenably 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, Furthermore, the Contactor, to the best of its ability end with corresponding
manuf¢elufot(s), if applicable, muse earls of its employ= tar, ea«ute, acknowledge, and deliver all
Applications, specifications, oaths, assignments, and all other Instruments which ilio City might
reasonably deme accessary In order to apply for and obtain copyright protection, mask work registration,
trademark reSWurfion and/orpmtection, letters patent, or any similar rights in any and ell countries and in
Attachment B4; Mutually Agreed Upon Terme and C nditlons
RFP#6412 IRBY UTILITIE
55
DocuSign Envelope ID: C6Em]5U-EAA6-49EC-B766-947C l3736r3
EXHIBIT E
order to assign and convey to (fie City, its aueoessoor assigns and nomineas, the sole and exclusive right,
title, and interest in and to the deliverables. The Contractor's obligations to eaecute, acknowledge, and
deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such we those
described in this Paragraph 38 a., b., and c. shall continue after deo termination of this Contract with
respect to such deliverables. In the went the City should not seek to obtain copyright pmhcdon, mask
work registration or patent protection for any of the deliverables, but should desire to keep the same
scent, the Contractor agrees to treat the same as ConEdamial Information under the terns of Paragraph
37 above.
67. RECORDS RETENTION
The Respondent aball retain an financial records, supporting doomnonls, statistical swords, and ally Omer
records or books reeling to the performances called for in the Counsel. It= Respondent shall retain all
such records for a period of two (2) yoam after the expiation of the Contract, or until the CPA or State
Auditors Office is satisfied that all audit sod litigation matters are resolved, whiohexer period is longer.
fhe Respondent shall grant access to all books, concede and lineaments pertinent to the Contract to the
CPA, the State Audhm of Texas, and any federal governmental catty that has authority to mview records
due to federal funds being spent under the Contact.
EXHIBIT 2a APPENDIX—A INSURANCE REQUIREMENENTS AND
WORKERS COMPENSATION REQUIREMENTS
Our bid is to supplywontrials only. This section does not apply.
EXHIBIT 2, APPENDIX—B - CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND IRBY UTILITIES
SCOPEOFSERVICES
Supplier shall provide products or services in accordance with the Supplier's proposal in
response thereto, a copy of which is alt sehed hereto and incorporated herein for all purposes as
Exhibit "D". The Contract consists of this written agreement and the following items which are
attached hereto and incorporated heroin by reference:
(a) Proposal Exceptions (Exhibit D)
(b) Request for Proposal (RPP # --)
(c) City of Denton Standard Perms and Conditions (Exhibit "A" as accepted)
(d) Special Terms and Conditions (Exhibit `B")
(e)_--Porm CIQ-Cunflictotlntamt Quegtiutttlairc(Exbibit"C").
(I) Supplier's Proposal. (Exhibit "D");
These documents make up the Contract documents and what is called for by one shall be as
binding as if called for by all. in the event of an inconsistency or conflict in any of the
provisions of the Contract documents, the inconsistency or contlicl shall be resolved by giving
praedonce as noted above.
Attachment ad: Mutually Agreed Opon Terms and Condtlons
RFP#6412 IRBY UTILITIES 56
DomSi9n Envelope ID. C6EDC6%-EAAf1A8EPB766-947C4CB736F3
EXHIBIT F
City of Deall n
RI -l' for Supply of Eloclrle Trar mission Line Conductor Amohmams and Polo hardware
'-CONFLICT OF INTEREST' QUESTIONNAIRE
OF INTEREST QUESTIONNAIRE - FORM CIQ
I It.. qun9iotmaim Is being filed In accordance with Oapar 06, Local (lovermmom Code, by a tmndor who has a business velaronship as
dcrocal by Scotian 176.1hf]-al will) a natal govenm)en+al artily and the. voodor name requirarneuts under Section 176,006(e).
Bylaw flus quczlionlmiro mull be bbd with the food MIS edmiaiarnler of (be beet got, •c nnuat entity not later than the 9th Lusawas day ufml
the date the vxndaIwcnma aware of fools that hargum the statement lu be rest. Seo Seelion 176.006(a.1), Local (invenurwnl (bde
an create if the Vardar knowingly violates Section 196.006, Local(iovemrmnt Cade. An
1 I Mame nr•rndw nnoMn Lminorz mlmlomhlV mullevl aowmmrnlvl rnnry.
J ❑ meek this Buxlf You—JI emin —
V vn uVtlale Ina yrevlaun) 61rJ 4bgnonnalrc.
(TM bwrmod"s thayou file an upGmdeolryJelMquexinnngN wIan Ibeapprapdxe Oling aurhwily notder Ileo Inc 9n nunamu day afor I I a
winter Aeof whom the fifarmalluo In Isis wench Is WAR dholase4
Nun¢ofORreer
This ss wbrV dean.) Including wNpnds A. B. C B bl, noun be wmVmlee for each ufec with nfiom suc vender Iws m cmpbynm,a or niter basilicas
relaliombe on dennM Or, ax:ion I76.ad yl a), hanl Oovemnaal Cale Attach Additional pairs to thus {oml CIO as uweuary,
A. Is dor local governance Ofer named In MIS Auction recd vine w likdy o teeeiw taxable (name, rehallmn invumem ipwmmo from III mndoa
0 Ya O No
Il. 14 the vnMol'leaivinx m liudy le rm;eiw uxable Inemre. alh<r lhaninvrnnmm irmne, glum one Nedhtttlal nl'the bol gomirmem n?co
owned in Ibis xedirn ANO the laaahle looene Is not received pan an leant gowmummel emily?
ED Yet ONO
C. It the 010ofltis Vuatiumaic emplaird by a arpeedion or 011wr buvinas slily ndth rel Into 0 heal orarMal Ohm Serves or ale
efnr or daanor. or holds an ownership nr onemmonl or more?
0 Yea 0 No
). Oeladhe euL MPbe icnt of business and Bmily relaliohebq will, isle local San torment afar lowest In this axuun
ISA Ibusve no CeWll<rerllnmrvl to dlwluse --
-IF m44a�aflwNlpl�lnua»lwm np nnwnlnl eShy - .. .. _ mod --
RFP 6412- Main Doammt
RFP#6412 IRBY UTILITIES 57
Certificate Of Completion
Envelope ld: C6EDC586EAA648ECB788947C4CB736F3
Subject: Please DocuSign: City Council Contract 61 lbby Utilities
Source Envelope:
Document Pages: 58 Slgnatures:4
Supplemental Document Pages:0 Initi la: 0
Certificate Pages:6
AutoNaw Enabled Payments: 0
Emebpald Stamping: EnaOled
Time Zona: (UTC -08:00) Pal Time (US 8
Canada)
Record Tracking
Stade: Onginal Holder: Robyn Forsyth
9/122017 8:40:11 AM rabyn.foreylhadyofdenton.oam
Signer Events
Signature
Robyn Forsyth
Completed
robyn.fareyld®dlyofdeMon.com
Buyer
City of Deranged
Using lP Address: 129.120.6.150
Setwrly, Level: Emel, Account Aulhentcation
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSlgn
Chance Anderson
s0"'°I°I'd ss
canderson@kby.com
Account Manager
..
Security Level: Email, Account Autiemication
Using IP Address: 70.196.0.234
(Optbna)
Signed using mobile
Electronic Record and Signature Disclosure:
Accepted: 911212017 2:28:48 PM
ID: db234089446"4044bd8-11571 dot
Jennifer DeCwtls
i
jennifecdewdissildlyoklenbn.com
Deputy Cry Attorney
501tyj'c'
City of Denton
Using W Address 4].190.4].120
Security Level: Sued, Account Authentication
(Optional
Signed using mobile
Electronic Record and Signature Disclosure:
Not Orered We Docu8lgn
Jusehuay
Completed
julla.vANdeyfgldryrofdentan.cam
Contracts Administration Supervisor
City of Denton
Using IP Address: 129.120.6.150
Security Level: Ental, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Memo via Docu8lgn
DocuSign;
Gs cc esss
Status: Completed
Envelope Onginator:
Robyn Foraylh
robynboreyth@ddtyotdenton.mm
IP Address: 10.102.101.11
Location: Docel
Tlmestamp
Sent 9112118.44:33 AM
Viewed: 9/1212017 8:44:46 AM
Signed: 9112/20118:45:41 AM
Sent 9/12/2017 8:45:43 AM
Viewed: 9/1212017 2:28:48 PM
Signed: 911212017 2:29:44 PM
Sent 9/12/2017 2:29:49 PM
Viewed: 9/12/2017 2:58:12 PM
Signed: 911220172:5822 PM
Sent 911211 2:M;24W_-----
Vlewed:9/1412017 5:31:08 AM
Signed: 91202017 10:45:24 AM
Signer Events
Signature
Timestamp
Todd Hileman
.r. � � w
[I °a'A'w(twai
Sent: 9201201710:45x29 AM
Totld.Hilemen@cilyoftlenton.com
'
Viewed: 920201711:04:12 AM
City Manager
Signed: OI20701T 11:04:18 AM
City of Damn
Using IP Atltlreae: 70.196.14.61
Security Level: Email. Account Aulhntication
e
(Optional)
Signed using mobile
Electronic Record and Signature Disclosure:
Accepted'. 7/2612017 9:02:14 AM
ID 57619-2aec-0bif$05d-6bd7d996621
Jennifer Walters
cWbr
Sent 912012017 11:04:20 AM
jennffecwalters@dtyddenron.com
�-
['ti' I"
Viewed: 912M201]5:28:22 PM
City Secretary
Signed: 9/20/2017 5:29:43 PM
City of Demon
Using IP Address: 47.184.84.134
,
Security Level: Email, Account Authentication
(Dptn2p
Electronic Record and Signature Disclosure:
Not Offered via Dmu$ign
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
Sherri Thurman
Sant: 911212017 2:29:46 PM
aherri.nmrman@cityoftlenton.com
COPIED
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Julia Winkley
COPIED
sent 9/1220172:29:48 PM
julia.venkley@dlyoMenton.wm
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
-----Jane Richardson
Sem: 9@N201710:6548 AM
jane.richardson@cilyofdenteneom
COPIED
Assistant City Secretary
City of Denton
Security Level: Email, Account Aulhenlication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Robin Fox
Sem: 9001201710:65: 28 AM
Robin.fox@cityofdenton.com
COPIED
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Carbon Copy Events
Status
Timestamp
Not Offered An Docusign
Jennifer Bddges
COPIED
Sent 92N20176:29:45 PM
jennifecbridgeeocityoMenton.mm
Procurement Assistant
City of Denson
Smray Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Blond ure:
Not Offered As DocuSign
Jane Richardson
Sant: 9/ 20/20175:29:48 PM
janeAchardson@dtyofdenton.00m
COPIED
Assistant City Secretary
City of Dentin
Security Level: Email, Account AU eMicatlon
(Optional)
Eladmnic Record and alentlure Disdosurs:
Not Offered vie DocuSign
Laure Cheek
Sent: 9120/2077 5:29:48 PM
iaum.cheek@ckxddenton.com
COPIED
Viewed: 92120174:53:05 AM
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered As DocuSign
Lawn Hermosiio
Sent: 912020175:29:49 PM
Laurs.Hermosiilo@dtyofdenton.com
COPIED
Security Level: Email, Account Authentication
(Optimal)
Electronic Record and Signature Disclosure:
Not Offered Aa Docuttign
James Russell
COPIED
Sent: 9@020175:29:50 PM
jameegirby.com
Sales
IRBY UTILITIES
Seoudly Level: Emil. AccountAuthentication
(Optioneq
Electronic Record and Signature Disclosure:
Accepted: 421/201711:25:46 AM
ID: 4c72778a W13c2-881c15e8686c17ac
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timastamps
Envelope Sent __
_Hashed/ mgpmcl
SDN 0�29M M
Certified Delivered
Security Checked
92020176:29:60 PM
Signing Complete
Security Checked
91202017 5:29:50 PM
Completed
Security Checked
920@017 5:29:60 PM
Payment Events
Status
Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: ]21201] 1:59:03 PM
Fades agreed to: Chance Anderson, Todd Hleman, James Russell
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