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HomeMy WebLinkAbout2011-221ORDINANCE NO. 2011-221 AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A FIVE YEAR CONTRACT FOR HEAVY DUTY EQUIPMENT MAINTENANCE AND REPAIRS FOR THE CITY OF DENTON FLEET SERVICES DIVISION; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR AND PROVIDING AN EFFECTIVE DATE (RFP 4729- FIVE YEAR CONTRACT FOR MAINTENANCE OF HEAVY DUTY FLEET MECHANICAL SERVICES AWARDED TO DARR EQUIPMENT CO. IN THE ANNUAL ESTIMATED AMOUNT OF $400,000 FOR A FIVE YEAR TOTAL ESTIMATED AMOUNT OF $2,000,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the purchase of Heavy Duty Fleet Mechanical Services in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 4729 Darr Equipment Co. Hourly Rates per Exhibit A SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 4729 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the � — ATTEST: JENNIFER WALTERS, CITY SECRETARY B APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 3-ORD��"4729 J day of 626& ' 2011. n 'MXRK . B OUGH , MAYOR Exhibit A RFP # 4729 Date: June 21, 2011 Hea Du Mechanical Fleet Services Respondent Darr Equipment Company Principal Place of Business Southlalce, TX Do you have prior experience working on similar projects with State of Texas governmental agencies? YES Have you provided similar services for over five (5) years? If so, how many years? YES Documented proof of at least three (3) projects in the past five (5) years that provided exceptional service to the governmental entity? NO Detailed list of references and detailed history of successful performance with drafting comprehensive plans? YES How many previous successful projects are contained within this list? 5 Describe similar services your organization has provided to at least three (3) governmental agencies in the past 5 years. Describe the similar services: NO Three 3 references from clients? YES Discount Invoice Paid in 20 days 0% Invoice Paid in 15 days 0% Invoice Paid in 10 days 0% Type of Service Requested Fleet Service Tech - Regular Shop Service Hourly Rate with less that 20 hours weekly $65.00 Hourly Rate with more that 20 hours weekly $65.00 Contractor Agreed # of Days to have Staff on Location after request 1-Day Fleet Service Tech - Regular Field Service Hourly Rate with less that 20 hours weekly $65.00 Hourly Rate with more that 20 hours weekly $65.00 Contractor Agreed # of Days to have Staff on Location after request 1-Day Fleet Service Tech - Emergency, After Normal Hrs(7 am - 6 pm) Hourly Rate with less that 20 hours weekly $75.00 Hourly Rate with more that 20 hours weekly $75.00 Contractor Agreed # of Days to have Staff on Location after request 6 Hours Fleet Service Tech - Emergency, Weekend & Holiday Service Hourly Rate with less that 20 hours weekly $115.00 Hourly Rate with more that 20 hours weekly $115.00 Contractor Agreed # of Days to have Staff on Location after request 6 Hours City of Denton Contract # 4729 Heavy Duty Fleet Mechanical Services CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND DARR EQUIPMENT COMPANY, LP THIS CONTRACT is made and entered into this 1 day of November A.D., 2011, by and between DARR EQUIPMENT COMPANY LP a corporation, whose address is 350 Bank Street, Southlake, Texas 76092, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton 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: I. SCOPE OF SERVICES Supplier shall provide products or services in accordance with the Supplier's proposal in response thereto, a copy of which is attached 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 herein by reference: (a) City of Denton Contract #4729, including: (b) Pricing section (c) Scope of Work and Services (d) Payment and Performance Requirements (e) Standard Terms and Conditions (f) Contractor Documentation from Solicitation; These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: A ST: AbeA BURGESS, CI ATTORNEY City of Denton BY: (SEAL) Darr Equipment Company, LP CONTRACTOR 8231 John Carpenter FM Dallas, TX 75247 MAILING ADDRESS [C11PIVEc3+S!jl PHONE NUMBER (214) 819-3830 �►. lI' \ TI PRINTED Y++,y� OFFI IAL SEAL Jo Ann Summers N k ; State of Texas My Commission Expire$ oF•� May 14, 2013 RFP 4729 Heavy Duty Fleet Mechanical Services Contract # 4729 Term of Contract and General Requirements RFP #4729 — HEAVY DUTY FLEET MECHANICAL SERVICES FOR CITY OF DENTON Section l General 1. INTRODUCTION In accordance with the provisions of Texas Local Government Code, Chapter 252, The City of Denton (the City) is requesting proposals to contract with an individual or business with considerable experience in heavy duty fleet repair and maintenance services. The proposals and the cost solutions shall be submitted to the City of Denton in a sealed submission, in accordance with Texas Local Government Code 252.0415 and 252.042. The awarded individual or business shall possess a proven track record of using innovative approaches to deliver heavy duty fleet/mechanical services that represent the best value to their clients. The awarded individual or business shall have the ability to accomplish all aspects of the requested services. The selected individual or firm should be able to provide innovative methods to deal with municipal challenges, and cost effective solutions. The City of Denton is exempt from Federal Kvcise and State Sales Tax. COMMUNITY PROFILE Denton, Texas is a Main Street City in the North Texas region. Established in 1857, Denton is the county seat of Denton County and was named for John B. Denton. Denton is unique in composition; the city is comprised of over 92 square miles which radiate out in all directions from the downtown core. In addition to the unique physical composition of the city, there is a unique character to the City, It is comprised of a diversity of neighborhoods- and land uses that range from historical residential and commercial districts to new residential subdivisions and industrial complexes to greenbelt areas and newly annexed rural areas. Denton is home to two state universities, the University of North Texas, and Texas Woman's University, and two regional hospitals. The City is traversed by state highways, rail lines, and Interstate 35 E & W. This summer Denton County Transportation Authority (DCTA) will begin operation of a passenger rail service that will run from downtown Denton to the City of Carrollton, where passengers may transfer to the Dallas Area Rapid Transit (DART) system and continue travelling by rail within the Metroplex region. The rail service will be accompanied by the opening of two rail stations in Denton. BACKGROUND The City of Denton has experienced significant growth over the past few years and significant utilization of heavy duty equipment to meet the ever growing needs of a vibrant community has driven the need to obtain quality services to ensure the fleet is well maintained and serviced. The City desires an innovative solution that ensures a Page i of RFP 4729 RFP #4729 — HEAVY DUTY FLEET MECHANICAL SERVICES FOR CITY OF DENTON successful approach to heavy duty fleet maintenance and allows for fluid responsiveness to upcoming changes — both anticipated and unforeseen. The use of technological opportunities throughout the service delivery is encouraged. The City currently operates its own vehicle and fleet maintenance facility, and contracts out the parts requirements with Genuine Parts Company, dba — NAPA Auto Parts, (NAPA). The incumbent presently has three (3) full-time employees on site and one (1) part time delivery driver. The City`s Fleet Services Department operates one central maintenance facility to support a diverse citywide fleet of approximately 1100 vehicles and pieces of equipment. The Fleet Services Maintenance Facility and Department offices are located at 804 Texas Street, Denton, Texas 76209. 2. MINIMUM SUBMISSION REQUIREMENTS The following minimum requirements must be demonstrated in order for the submission to be considered responsive to the City of Denton. Any proposal received, which is determined to not meet these mandatory requirements shall be immediately disqualified and rejected as non -responsive. • Five (5) years experience providing heavy duty fleet diagnostics maintenance and repairs in a fleet operation. • A defined level of industry knowledge and understanding. • The Proposing individual or business must be registered by the State of Texas or the County of Denton, to provide any services which may be required and the individual or business must have all licensure required by the State to provide any services required. WV03911M.1 i 1ti ii �l [7i� It is the intention of the City of Denton to award a contract for heavy duty fleet maintenance and repair services for an initial one (1) year period. The City and the Awarded Contractor shall have the option to renew this contract for an additional four (4) one-year pet7ods. Services undertaken pursuant to this RFP will be required to commence within fourteen (14) days of delivery of a Notice to Proceed, The services shall be accomplished per the Scope of Work and Services as identified in Section 1V and the Schedule of Events as outlined in Section VI. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically expire on October 1st, 2012, with options for renewal for Page 2 of RFP 4729 RFP #4729 -- HEAVY DUTY FLEET MECHANICAL SERVICES FOR CITY OF DENTON four additional one-year periods. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. Renewal Periods: I" Renewal — 10/0 1/12 —10/31/13 2nd Renewal —10/01/13—10/31/14 3,d Renewal —10/01/14--10/31/15 4th Renewal — 10/0 1/15 —10/31116 4. PRICING Firm Price Pricing and discounts proposed is firm for the initial one-year period specified in the solicitation. Price decreases are allowed at any time, Price increases shall only be considered as stipulated below in paragraph #5, "PRICE ESCALATION". Price Decreases/Discount Increases Contractors are required to immediately implement any price decrease or discount increase that may become available. The City of Denton must be notified in writing for updating the contract. 5. PRICE ESCALATION Prices quoted for staffing must be firm for a period of one year from date of contract award. Any request for price increase must be based on the Consumer Price Index, Inflation Calculator, cowage ,.,................._ .__,: _..._....._._._ ._._� or _ : competitive _g adjustment. Per exception, contract .price increases or change orders are governed (limited).by Texas Local Government Code 252.048, Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 90 days prior to July 1st of each year. Respondent must also provide supporting documentation as justification for the request, Upon receipt of such request, the CPA reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective October lst of the year the request is made or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre -price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by email to: purchasing_@61yofdentomcom Page 3 of RFP 4729 RFP #4729 — HEAVY DUTY FLEET MECHANICAL SERVICES FOR CITY OF DENTON Or mail to: City of Denton Attn: Purchasing Manager 901B Texas Street Denton, Texas 76209 The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 6. SUBSTITUTIONS Substitutions are not permitted without the written approval of The City of Denton. 7. DISQUALIFICATIONS Any terms and conditions attached to a solicitation will not be considered unless specifically referred to on a solicitation and may result in disqualification. Any proposals that do not clearly outline all qualifications may be disqualified. 8. INTELLECTUAL PROPERTY INDEMNIFICATION The contractor will indemnify, defend and hold harmless the City of Denton, and its authorized users, against any action or claim brought against the City of Denton, or its authorized users that is based on a claim that software infringes any patent rights, copyright rights or incorporated misappropriated trade secrets. Contractor will pay any damages attributable to such claim that are awarded against the City of Denton or its authorized users, in a judgment or settlement. If the City of Denton or its authorized users' utilization of the software becomes subject to a claim, or is likely to become subject to a claim, in the sole opinion of the City of Denton, or its authorized users, the Contractor shall, at its sole expense (1) procure for City of Denton or its authorized users, the right to continue using such software under the terms of this Contract; or (2) replace or modify the software so that it is non -infringing. 9. RIGHTS TO DATA, DOCUMENTS, AND COMPUTER SOFTWARE (GOVERNMENTAL ENTITY OWNERSHIP) Any software, research, reports studies, data, photographs, negatives or other documents, drawings or materials prepared by contractor in the performance of its obligations under this contract shall be the exclusive property of the State of Texas and all such materials shall be delivered to the State by the contractor upon completion, termination, or cancellation of this contract. Contractor may, at its own expense, keep copies of all its writings for its personal files. Contractor shall not use, willingly allow, or cause to have such materials used for any purpose other than the performance of contractor's obligations under this contract without the prior written consent of the State; provided, Page 4 of RFP 4729 RFP #4729 — HEAVY DUTY FLEET MECHANICAL SERVICES FOR CITY OF DENTON however, that contractor shall be allowed to use non -confidential materials for writing samples in pursuit of the work. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works. 10. ADMINISTRATIVE FEE Per exception: No administrative fee provision allowed. 11. ADDING NEW SERVICES TO THE CONTRACT AFTER AWARD Following the Contract award, ADDITIONAL services of the same general category that could have been encompassed in the award of this contract, and that are not already on the contract, may be added. A formal written request may be sent to successful Contractor (s) to provide a proposal on the additional services and shall submit proposals to the City of Denton as instructed. All prices are subject to negotiation with a Best and Final Offer ("BAFO"). The City of Denton may accept or reject any or all pricing proposals, and may issue a separate RFP or IFB for the products after rejecting some or all of the proposals. The commodities and services covered under this provision shall conform to the statement of work, specifications, and requirements as outlined in the request. 12. COOPERATIVE PURCHASING / PIGGYBACK OPTION Per exception: No piggybackprovision allowed. Page 5 of RFP 4729 Contract # 4729 Pricing Exhibit 1 RFP # 4729 . Date: dune 21, 2011 unnv.r. il.■i-., lUYnnl�onin+ai i3'innF.C'nivinne mill" Principal Place of Business Darr Equipment Company Southlake, TX Do you have prior experience working on similar projects with State of Texas governmental agencies? YES Have you provided similar services for over five (5) years? If so, how many years? YES Documented proof of at -least three (3) projects in the past five (5) years That provided exceptional service to the goverutnental entity? NO Detailed list of references and detailed lustoiy of successful performance with drafting comprehensive plaits? YES How many previous successfiil projects are contained within this list? 5 Describe similar services your organization has provided to at least three (3) governniontal agencies in the past 5 years. Describe the similar services: NO Three 3 references fiom clients? YES Invoice Paid in 20 days 0% Invoice Paid in 15 days 0% Invoice Paid in 10 days 0% Fleet Service Tech - Regular Shop Service Hourly Rate with less that 20 hours weekly $65.00 Hourly Rate with more that 20 hours weekly $65,00 Contractor Agreed ## of Da s to have Staff on Location after request 1-lay Fleet Service Tech - Regular Field Service Hourly Rate with less that 20 hours weekl $65.00 Hourly Rate with more that 20 hours weekly $65.00 Contractor Agreed # of Days to have Staff on Location after request l-Day Fleet Service Tech - Emergency, After Normal Hrs(7 am - 6 in Hourly Rate with less that 20 hours weekly $75.00 Hourly Rate with more that 20 hours weekly $75.00 Contractor Agreed # of Days to have Staff on Location after request 6 Hours )fleet Service Tech - Dynergeney, Weekend & Holiday Service Hourly Rate with less that 20 hours weekly $115,00 ' Hourly Rate with more that 20 hours weekly $115.00 Contractor Agreed #..of Days to have Staff on Location after request 6 Hours 06.20.2011 HQUIPMHNitlQt IRxhibit 1 Tab 3 City of Denton — RFP NO.4729 Heavy Duty Fleet Meeha►►ical Services The respondent shall complete the folloiving section, which directly cor n espvnds to Section Il'-- Scope of Services, and Section V, Payment and pet for inane requir•entents. The contractor shall not make changes to this format. a a Type of Service Requested Hourly Rate with Hourly rate with Contractor Agreed # of Less than 20 hours wore than 20 Days to have Staff on weekly hours weekly Location after request Fleet Service Technician -- $65.00 $65.00 1- Day Regular Shop Service Fleet Service Technician — $65.00 $65.00 1- Day Regular Field Service Fleet Service Technician --- $75.00 $75.00 6 Hours Emergency, After Normal (7am- 6pni) Hours Service Fleet Service Technician— $115.00 $115.00 6 Hours Emergency, Weekend and Holiday Service We are assuming that if awarded the contract for 1 resident technician, he would be available within 1 day notice, the schedule above applies to additional employees, if required, sourced froin Darr's Dallas or other location. I Contract # 4729 Scope of Work- and Services RFP #4729 — HEAVY DUTY FLEET MECHANICAL SERVICES FOR CITY OF DENTON Section II Scope of Work and Services 13. SCOPE OF WORK AND SERVICES The scope of work shall be finalized upon the selection of the Firm. The proposal submission shall have accurately described your understanding of the objectives and scope of the requested services and provided an outline of your process to implement the requirements of the Scope of Work and Services. It is anticipated that the scope proposal submission will include, at a minimum, the following: A. GENERAL RESPONSIBILITIES AND REQUIREMENTS As a mechanically minded, customer focus mechanic, you will primarily be responsible for the repair, service, and maintenance of heavy duty fleet in the shop and in the Meld at the customer's job site. This could include troubleshooting and repairing diesel, hydraulic, electrical, and mechanical equipment. You shall be operating from a service truck and will be required to perform preventative maintenance services as well. Heavy Duty Fleet Mechanic General Responsibilities: Must be able to perform a variety of skilled duties which may involve inspection, diagnosis, troubleshooting, maintenance, and repair on general rental and/or high reach equipment Service equipment as required to ensure proper operating condition at the job site • Must be able to operate equipment such as booms, forklifts, compressors, portable and stationary generators, hydraulic and electrical tools and equipment, and related tools and equipment Satisfy in a timely manner, all required documentation, timesheets, checklists, receiving records and repair order logs Conduct preventative maintenance as required to ensure the timely and accurate completion of preventative maintenance activities Clean work vehicle and work area as necessary to maintain a safe work environment • Meet all company, governmental and equipment related safety requirements • Perform other duties as assigned by the Service Manager or authorized personnel Heavy Duty Fleet Mechanic Requirements: • Strong mechanical aptitude Read and interpret specifications and manuals Page 6 of RFP 4729 RFP #4729 — HEAVY DUTY FLEET MECHANICAL SERVICES FOR CITY OF DENTON Ability to diagnose and repair a wide variety of mechanical and electrical equipment • Ability to safely use hand and power tools, equipment, and diagnostic devices • Ability to understand and fill out service -related documents and paperwork Must be able to operate a 2 way radio, if necessary Requires the ability to lift, push or pull and move up to 70 pounds and must be capable of climbing, kneeling, twisting and bending in a varied environment Must be dependable and report to work on time Must be able to communicate effectively with customers, supervisors, yard and dispatch personnel • Must exhibit a high level of safety consciousness and a clear understanding of equipment safety Good written and verbal communication skills Must maintain satisfactory driving record at all times which may be subject to approval by company's insurer and in accordance with all applicable state and federal laws Maintain and update fleet records by entering data into a computer A high school diploma (or equivalent) A valid driver's license plus must be able to meet 24/7 Studio's driving policy requirements Vocational Training and/or Technical Certificate or equivalent 5+ years experience as a heavy fleet/diesel mechanic, preferably in the field Experience performing industrial lift and/or aerial equipment repairs preferred Provide own tools and possess ability to safely and effectively use them Must be able to perform basic computer operations On -site Personnel The contractor shall provide a sufficient number of on -site personnel required to meet the heavy duty maintenance and repair performance standards mutually agreed upon by the City and the Contractor. At least (2) two of the assigned personnel shall be Repair Specialists. Repair personnel are responsible for researching to insure the proper maintenance and repair to City fleet are completed in a timely manner. Contractor will be responsible for costs incurred when a repair is not completed according to industry standards. Page 7 of RFP 4729 RFP #4729 — HEAVY DUTY FLEET MECHANICAL SERVICES FOR CITY OF DENTON Part Requirements The contractor shall be provided on -site parts adequate to meet the pants requirements for all maintenance and repair of City heavy duty fleet. The City shall not request and will not be billed for any pants, as this is a service contract only. Added per exception; The City shall provide all "fluids", and any other maintenance items generally consumed in the repair of heavy duty fleet vehicles, such as shop rags, adhesives, and hardware. Utilities and Service Area provided The City will be responsible for supplying all utilities, including refuse collection, to the service bay provided to the selected Contractor. Contractor will be responsible for all other equipment or services, to provide the heavy duty mechanical repair and maintenance services. The Contractor shall not use the facility or other property furnished by the City for service work on fleet not owned or leased by the City. The Contractor shall not use City property for any personal advantage, business gain, or other personal endeavor by the Contractor or the Contractor's employees other than in the performance of the work described in the agreement. Warranties The contractor shall provide a service repair warranty that is standard in the industry. Repair or Maintenance of fleet not performed to industry standards shall be accomplished at the contractor's expense, at the option of the City. Ppx.-exception. The City of Denton. has `accepted the proposed 90 day :warranty, .on labor services: Safety and Environmental Hazards The City does not warrant or guarantee against the possibility that safety or environmental hazards or potential hazards may exist at the City's Fleet Services maintenance facility. The Contractor shall be responsible for identifying any hazardous conditions and notifying the City of these conditions in writing no later than 30 days after contract award and prior to initiation of service delivery on the property. This will be accomplished by the Contractor conducting an environmental assessment and an occupational health, and safety inspection of the service bay or field service areas by competent, qualified and appropriately licensed practitioners. The costs of these inspections and any subsequent corrective action will be negotiated between the City and the Contractor. Page 8 of RFP 4729 RFP #4729 -- HEAVY DUTY FLEET MECHANICAL SERVICES FOR CITY OF DENTON All contractors to the City of Denton are required to ensure absolute safety standards are applied and enforced. The City of Denton will not be responsible for individual contractor safety, and the awarded contractor shall not hold the City of Denton responsible. Known hazards shall immediately be reported and all safety precautions shall be taken to prevent potential safety issues from occurring. CONTRACTOR STANDARDS OF PERFORMANCE Monthly Maintenance and Repair Time Standards - Contractors shall fully understand that the City relies on heavy duty equipment to provide vital municipal services, and the availability and reliability of the equipment is of the essence. With this in mind, the Contractor shall meet the following performance standards at all times. Labor disputes, strikes, and other events, except those beyond the Contractor's control such as acts of God, shall not relieve the Contractor from meeting these standards. For service category, the Contractor must ensure the given level of service is achieved, within the designated number of working hours. Service Provided On Demand 4 Firs 24 His Standard Maintenance Light Repairs 90% 95% 100% Heavy Repairs 90% 95% 100% Performance Liquidated Damages Per .:exception; :Liquidated .. Damages xemoved... Contractor .::shall.. ensure...that the standards„ of performance expectations identified in the above table shall be yet. B. PROPOSED PROJECT STAFF The respondent shall identify the key personnel who will be directly assigned to primary areas. State the qualifications and related experience of each member of the proposed service delivery team and designate the employ of each team member e.g. company employee, contract employee, etc., and demonstrate Company's or Individual's relevant experience to the type of work solicited in the RFP. Provide an Organizational Chart with roles and responsibilities of key individuals assigned to support the project. Include State of Texas licensure and National certification numbers for individuals that will have heavy Page 9 of RFP 4729 RFP #4729 — HEAVY DUTY FLEET MECHANICAL SERVICES FOR CITY OF DENTON duty mechanical responsibilities for the specific requirements. Respondent must be registered, or have personnel on their direct staffs that are registered in the professional services discipline required to perform the services requested in this RFP. Respondent shall certify that all staff selected for this project shall be based on demonstrated competence and qualifications, in the matter provided. 1. Team Organization: a. Provide details of how the team will be organized in order to provide continuity of service to the City of Denton. Discuss the Firm's proposed team organization and communication methods. Be specific with regard to internal and external communications, quality control, electronic capabilities, and individual responsibilities. b. Provide details of the service provider's qualifications and their role in Team coordination and their experience delivering similar scale projects. Provide a description of the Team: i. Identification of the proposed service provider ii. Identification of principals of the service team iii. Identification of key personnel and their area(s) of expertise (i.e. areas with which they have at least five (5) years of experience) iv. Organization Chart V. Resumes for each key individual and principal on the service team and definition of that individual's role in the project; resumes may be included in a separate appendix C. ANTICIPATED PROBLEMS AND PROPOSED SOLUTIONS Respondent shall offer written observations, based upon previous experiences in public projects of this magnitude, addressing any anticipated problems and offer proposed solutions to those problems. D. RELEVANT EXPERIENCE AND CAPABILITIES The responding individual or business shall provide pertinent information about the individual or business and related experience(s) with the requested services. In addition, the individual or business shall identify its total number of staff/personnel by discipline and training and further describe the workload during the stated contract period. Indicate what resources the individual or business will have available to allocate to the project. The respondent must currently be licensed to perform work in the State of Texas. A copy of current licensing must be included in your proposal. Relevant experiences and capabilities of the individual or business team members and team as a whole will be rated by the City by a review of both completed and on -going assignments, years of relevant experience in communities of comparable size, and credentials; greater weight will be Page 10 of RFP 4729 RFP #4729 — HEAVY DUTY FLEET MECHANICAL SERVICES FOR CITY OF DENTON given to project experience within the past five (5) years containing the team members proposed: FIRMS ORGANIZATION a. Name and Address of the Individual or Business b. General overview of the Business c. Business Profile(s), including: i. Type of Business (limited partnership, corporation, etc.) ii. Business History and Age iii. Business Size (including number in each required discipline) iv. Areas of special concentration V. Telephone number and fax number Relevant prior experience information to include: a. Entity Name and Location b. Service description with specific descriptions of responsibilities, successes and failures related to the project. Include website URLs for any service projects for which they are available. c. Name and contact information for the project manager or other key contact with the entity contracting these services. d. List of municipal and private client references for relevant projects with contact names and telephone numbers e. Past experience on similar and relevant projects, £ Details of any awards received. Project Understanding: a. Briefly describe your understanding of the requested services, important issues, and City requirements. Relevant Experience: The Respondent shall have the following minimum experience and demonstrate compliance with the following requirements: (Firms which have not detailed their experience as listed below shall be considered nonresponsive). a, Include three (3) examples of past work that has been successfully implemented or services provided. b. Five (5) years experience with similar services, provide a description. Page 11 of RFP 4729 RFP #4729 --- HEAVY DUTY FLEET MECHANICAL SERVICES FOR CITY OF DENTON c. A standard license or certification with heavy duty fleet repair and maintenance. d. The individual or business must be registered by the State of Texas or the County of Denton as a business and the must have all licensure required by the State to provide any services. e. The individual or business must disclose any business relationship that would have an effect, of a conflict of interest. A conflict of interest statement must be signed as part of the contract negotiated with the awardee(s). Respondent shall detail any and all relevant history of litigation involving public projects. Respondent shall detail any and all exceptions within the proposal response. E. REFERENCES Respondent shall provide references including contact names, e-mail addresses and curTent, correct phone numbers of Firms or public entities for which you have performed similar professional services. F. INSURANCE Respondent shall provide a certificate of insurance evidencing their general liability, automobile and worker's compensation insurance coverage's and amounts. G. ADDITIONAL GENERAL REQUIREMENTS 1. Prior to commencement of the services, the City and selected individual or business will conduct an initial meeting to review the overall scope, schedule, deliverables and planning process to implement a successful program. 2. The awarded Contractor shall provide to the City of Denton, detailed reports of time and services provided to the City on a monthly basis. 3. Staff available to assist the selected provider is limited; the proposals submitted should not anticipate extensive staff assistance during equipment repairs or maintenance. Page 12 of RFP 4729 Contract # 4729 Payment and Performance Requirements RFP #4729 — HEAVY DUTY FLEET MECHANICAL SERVICES FOR CITY OF DENTON SECTION III Payment and Performance Requirements V. PAYMENT AND INVOICES: All proposals shall specify terms and conditions of payment, which will be considered as part of, but not control, the award of proposals. City review, inspection, and processing procedures ordinarily require thirty (30) days after receipt of invoice, materials, or services. Proposals which call for payment before thirty (30) days from receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and processing procedures can be completed as specified. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. VI. TAX EXEMPTION: The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article 20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any Contractor performing work under this contract for the City of Denton may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption certificates to suppliers. Certificates must comply with State Comptroller's ruling #95-0.07 and #95-0.09. VII. PAYMENT TO PERFORMANCE MILESTONES: Awarded contractor shall prepare and submit invoices after completion of specific project milestones. The invoice shall detail the major milestones accomplished and detailed cost information for project. These milestones shall be submitted to the City of Denton and the City's Project Staff shall review such for completion and accuracy, prior to payment authorization. The respondent shall complete Exhibit 1, Pricing Sheet for RFP 4729. Page 13 of RFP 4729 Contract # 4729 Standard Terms and Conditions City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's solicitation are applicable to Contracts/Purchase Orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after referred to as the 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 Sellers 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. By submitting an Offer in response to the Solicitation, 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 and 22 shall apply only to a Solicitation to purchase Services to be performed principally at the City's premises or on public rights -of -way. 1. 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 DATEIfERM. 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 dellverables. 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. 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. k�,% UIX\ 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 furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with ail provisions of the Contract as to time of delivery, quality, and quantity. Any non -complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDiT10N 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. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and 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. 1. use or possess a firearm, 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 the job. 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 drugs on.the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written 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 ("IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, 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. r�, M -, k\ Environmental Protection: The Respondent shall be In compliance with all applicable standards, orders, or regulations Issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 etseq.). 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 must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be Included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within 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 leaser of the rate specified In Texas Government Code Section 2261.025 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 deliverables 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; as limited by the insurance /* muirements of this contract_ v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; A. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or viL 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. 1 1i Nk. k� 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 card or electronic funds transfer. G. The awarding or continuation of this contract Is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for 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 returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to 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. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DSE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor Is required to submit a Contract Close -Out MBEIWBE 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 Contractor agrees that the representatives of the Office of the City Auditor or other authorized representatives of the City shall have access to, and the right to audit, examines, or reproduces, any and all records of the Contractor related to the performance under this Contract. The Contractor shall retain all such records for a period of four (4) years after final payment on this Contract or until all audit and litigation matters that the City has brought to the attention of the Contractor are resolved, whichever Is longer. The Contractor agrees to refund to the City any overpayments disclosed by any such audit. B. The Contractor shall include section a. above in all subcontractor agreements entered into in connection with this Contract. 48. SUBCONTRACTORS: A. if the Contractor Identified Subcontractors In a DSE/MBE../WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided In the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan 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 pursuant 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; H. 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; Ili. 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. Provided Sub -contractors are requested, and approved by the City of Denton. 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 from the City. 19. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies 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 deliverables furnished under the Contract, and that the deliverables 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: For all deliverables(oarts) provided by the Contractor to the City o De to Tjhe Contractor warrants and represents that all deliverables 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 furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local taws, 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 dellverables shall be clearly identified as such. S. 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 dellverables. 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, indluding but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of 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, then In addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the 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 manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implie 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 atleastane yea;90 days. m 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 borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under 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 to any 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 WORT{ 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, (a) 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 -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 shalt negotiate an equitable adjustment for costs incurred by the Contractor In the Contract price and execute an amendment to the Contract. The Contractor must assert Its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute 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 Nn1.'a-a.\\ employees of the City, the Contractor, the Contractor's 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 13E 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, 16 addition to the specific Insurance requirements detailed In Attachment A. 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. il. 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. ill. 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 submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v, The Contractor's and all subcontractors' Insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of B+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: City of Denton Materials Management Department 901 B Texas Street Denton, Texas 76200 vii. The "other" Insurance clause shalt 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 of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, Ilmitatlons, 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. xli. 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. Av. 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. S. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation Instrument and have been submitted to the Oily of Denton In an acceptable format.-. /* 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be In writing and shall be deemed delivered three (3) 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 901 B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 36. 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 652, and Texas Government Code, 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (1) the Contractor shall provide the City good and indefeasible title to the deliverables and (l) 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 other professionals) arising out of or resulting from: (1) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (11) the Contractor's breach of any of Contractors representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage Its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee Information, trade secrets, confidential know-how, confidential business Information, and 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 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 proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable Information, which 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 or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for -hire, the Contractor hereby assigns to the 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 -far -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 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. 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 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 securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, Independent consultant, or elected official of the City who is involved in the development, evaluation, or decislon-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 (Attachment B). 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an Independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. 46. 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 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 parties, reading no provisions more 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 thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, 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 Interpretatlon 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. 60. 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. 61. 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 (observed 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. 63. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON -SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub -awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as Indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non - Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwiise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 66. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable, in addition to the specific federally funded requirements detailed in Attachment C. A. Definitions. As used in this paragraph -- 1. "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 unmanufactured and 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. 10a -10d) provides a preference for domestic end products for supplies acquired for use In the United States, C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency, The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that It specified delivery of foreign end products in the provision of the Solicitation entitled 'Buy American Act Certificate". 67. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 68. 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: All respondents will be required to comply with Provision 5159a of 'Vernon's Annotated Civil Statutes' of the State of Texas with respect to the payment of prevailing wage rates and prohibiting discrimination in the employment practices, bgp://Mn.access.gpg.gov/da_vlsbacon/tx.hlml 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractof or supplier shall comply with all State, Federal, and local laws and requirements. The Respondent must comply with all applicable laws at all times, Including, without limitation, the following: (1) §36,02 of the Texas Penal Code, which prohibits bribery; (11) §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 Worker's 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 Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE; The contractor shall comply with the applicable provisions of the Drug - Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D, 41 U.S.C. 701 ET SEW and maintain a drug -free work environment; and the final rule, government -wide requirements for drug -free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is Incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT 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 (1) 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 under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY Tthe Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the Cit�ef Denteneither of any immunities from suit or from liability that the Gily ef DeAtGn,6it er a 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 City 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 City, 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. Contract # 4729 Awarded Contractor Documentation _i flao�'ma"Yaa 06.20,2011 Dart Equipment Company, LP ... A little about our History. Darr Equipment Company has been an equipment services provider in North Texas since 1954. Darr is a family owned company with solid business principals that were established by our founders and are maintained today. Every Darr employee is expected to conduct themselves in a responsible and ethical maruier ... always. Our goal is to provide qunlity customer service at a fair price. At Darr Equipment, we call obrselves the "service people" for a reason, Darr Equipment now employs nearly 200 people in the states of Texas and Oklahoma, Service is the major component of our commitment to total product support, It's a commitment that means we stand behind our products and services with professionalism and integrity, ensuring customer satisfaction, 1. MINIMUM SUBMISSION REQUIREMENTS The following minimum requirements must be demonstrated in order for the submission to be considered responsive to the City of Denton. Any proposal received, which is determined to not meet these mandatory requirements shall be immediately disqualified and rejected as non -responsive. • Five (5) years experience providing heavy duty fleet diagnostics maintenance and repairs in a fleet operation. • A defined level of industry knowledge and understanding. + The Proposing individual or business must be registered by the State of Texas or the County of Denton, to provide any services which may be required and the individual or business must have all lieensure required by the State to provide any services required, Darr Equipment Co. meets or exceeds all minimum requirements for RFP4729. 1. Business Origination Date: Darr LP reorganization - 02.02.2001, Darn Equipment Co, as a business entity goes back to 1954. We provide state of the art diagnosis and repair of construction equipment and lift trucks. 2, Current Caterpillar Inc, Fork Lift Dealer Current JCB Construction Equipment Dealer Ex Caterpillar Inc. Construction Equipment Dealer 3. Licensed to do business in the State of Texas. i . DARK Equipment Co. 8231 John Carpenter Frwy Dallas, Texas 75247 4 ODIDARR EQUIPMENTCO %=-ffix&A 11 Af wwv) - r�WtAts AUNGHNINSICH MIELLIGN VVIMMM 7vAkTrn CrmpnrTy Atticulabad Dump Trutic WppinoTrallor - - W *CM., i Xud-nWal Forkults Tracked ExCavatuis Loader Articulated Dump Trucks neckhooLoaders MIN Oxcavators Rough Tgtrat" Forklifts 350 Bank St. 9 8011thlake, TX * 76092 * 817.410.4800 a 600,954.6438 s Fox 817.410.4848 vivivi.dard[ft.com .I � &FA �AR rots 06.20.2011 Project Organization Chart: The City of Denton wilt schedule and direct the activities of the on -site technician. He will be available for work 7:00 a.m, to 4:00 p.m.,1 hour lunch 5 days 140 hours per week. The City of Denton may require that the technician work overthne. and or on weekends or holidays, these additional hours will be charged at the rate schedule attached, Invoicing questions should be directed to Jeffery Goff, or Tim Zimmerman, CITY OF DENTON FLEETSERVICES E.RRANCH RESID, TECH J. GOFF T. ziMMERMAN J.BOREL M. ANDREWS SERVICE MANAGER SALES, RENTAL PARTS MGR, REGION MANAGER PRODUCT SUPPORT Darr's management team will be available and would encourage a monthly meeting to discuss any problems, capacity or other issues that arise. Through this partnership we feel we can lower the Cities maintenance and repair cost. Project Plan: Darr will provide a resident Field technician to the City of Denton for the contract term, This technician will be directed by Fleet services, the scope of work performed will be as follows: 1. Diagnosis of equipment problems, 2. Recommendation of repair options 3. R&I of major & minor components 4, Maintenance & P.M. service as directed 5, General repairs as directed by Fleet Services E. Branch will be assigned full time and report to Fleet Services daily at the City of Denton. Eric, is a highly qualified service technician, with 15 years of experience in the repair of all types of equipment, past employers, Holt of Texas & Hass Equipment, capability of repairing transmissions, engines, hydraulics and electrical are a few of his areas of expertise. Darr will provide E. Branch with a 2. Stan fully equipped field service truck with, boom crane, welder, air and necessary tooling to support his needs. We anticipate parking this vehicle on the City Denton's secured site overnight. MIDARRivraa 06.20.2011 Technicians that may be required to replace E. Branch during vacation or other absences will have the following minimum qualifications. + No less than 5 years of experience • Proven capability to troubleshoot problems in diesel engines, transmissions, electrical and hydraulic systems, • The skills necessary to perform scheduled maintenance and monitor results • The ability to complete all required documentation, timesheets, checklists and repair order logs. • ExceIlent verbal and written communication skills • A cooperative temperament and willingness to follow directions • Quality work tools to perform required tasks • Our tech will be familiar with proper operating characteristics of construction equipment, boom lifts, Ariel platforms and most common industrial equipment. • A steady work history with proven dependability a Will work safely in all environments Darr's technician will be carefully reviewed and informed of all expectations defined f under General Responsibilities and Requirements of RFP #4729. All Darr employees are subject to random drug testing, with mandatory testing when any accident occurs. Should an accident occur please report this to Mike Andrews. Primacy Contacts: Service Manager: Jeffery Goff -- 817.939.8116; 20 years of service and technical experience, Darr Equipment Co,, Hoss Equipment, Resident Technician: Eric Branch — 214.543.9446,15 years of service experience with Holt Cat, Hoss Equipment and Darr Region Manger: Mile Andrews - 817.229.1657; 35 years'experience in management of construction equipment dealerships, Darr Equipment Co., Riggs Cat. Territory Manager: Tim zitnmertnan— 817,734.8189, 20 Years experience Darr Equipment Co, Parts Manager: John Borel — 214,819,3991; 35 Years experience, with Pettibone, Moody Day and Darr Equipment Co. General Manager Parts & Service: David Cortinas — 214.202,5680 Vice president: Robert Engstrom— 214,819.3991 President: Steve Brooks -- 817,410,4800 . Quality Assurance: During the terin of this agreement, J. Goff will monitor and discuss with each assigned service technician, requirements for training and or tooling that would be required monthly. Check each work order and service report for accuracy and completeness and discuss with the City of Denton's Fleet Manager, to verify the quality of the services being peffornzed, M4 ARRxoa 06,20,2011 CONTRACTOR STANDARDS OF PERFORMANCE Monthly Maintenance and Repair Time Standards - Contractor shall hily understand that the City relies on heavy duty equipment to provide vital municipal services, and the availability and reliability of the equipment is of the essetice. With this in, mind, the Contractor shall meet the following performance standards at all times. Labor disputes, strikes, and other events, except those beyond the Contractor's control such as acts of Clod, shall not relieve the Contractor from meeting these standards. For service category, the Contractor must ensure the given level of service is achieved, within the designated number of working hours. Service Provided On Demand 4 Hrs 2 Hrs ti Standard Maintenance 90%.. -.•::: •; •..:::.• 95°fo; :-..-: ••'1,,100%;:.. } Light Repairs 90% 95% 100% Heavy Repairs 90% •,;::;; •.; :.:. 95%;.:: :..:•:.100W ;.- s Response Time: E. Branch will be available 100% of the time and at the City of. Denton's disposal, Should the City require addition support we will offer the following: Service Provided On Demand 4 Hours _ 24 Hours Standard Maintenance E Branch100% Darr Shop Tech-95% 2° , Field Tech-100% Light Repairs E. Branch-100% Darr Shop Tech-95% Darr Shop Tech-100% Heavy Repairs E. Branch-100% Darr Field Tech-95% Darr Field Tech-100% ! We have additional qualified personnel available today, but as we determine the need for additional personnel to satisfy your requirements and work load we are willing and capable of acquiring additional personnel and service vehicles. This will need to be t determined in conjunction with the City of Denton's Fleet Services Management. Warranty: Darr Equipment Co, will provide a 90 day warranty on any service labor performed by our personnel. Due to the nature of this contract with the City of Denton, we cannot warranty any parts installed by our teelmician, If a warranty failure is determined to be due to a parts failure no warranty labor will apply. If our service technician improperly installs a part and the component fails we will provide the labor only at our expense for replacement of the part during the 90 day warranty period. CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUEO AS A MATTER OF INFORMATION ONLYAND CONFERS NO RIGHTS UPONTHE CERTIFICATS HOLDER.THIS RTIFICATE DOE$ NOTAFFIRMAYNELY OR NEGATIVELY AMEND, W=ND OR ALTMTHE W.MRAGRAFFORDED 13YTHE POLICIES aow. THIS CNRTIFICATOOFINSURANCE DOES NOT CONSTITUTEACONTRACT BETWEENTHI3ISSUING INSURER(S),At1THORMED pRE$RNTATIVR OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT, Ia *"113M holdor an A URED, the pollcy(ios) must bb endmotl. S BR ATI WAR/EO, suRaot to tho tamla and cvndltl * of the policy, cumin policies may require an andmoment. A state *nt. on this certiflcate does not confer darns to tho 00"Mo* holdor In Hsu of such o a). P CCGRIIFFF MSEIBELS u WILLIAM3 OF'raW, INC. sosC Speatum qr, sulto OWE Addl9ot6TXT600t , (409) 232 2100 -•--..-- • . NaA INBURt: 8 AfTQRnf t;QYERAOE NAlO i INBUNERA:T119 Slenderd Fire Insclranoe IWO Dart IN9UREgqD 689SEHotlhCeRtpml adi E, INBURERB tCharl9rOak Fife InBtlrenCe INBURBR c r3reet7ft lasUronco Co. IMPMDtConllnenleiCBSUa) Coin n 3 808600 Dala%TX 75206 INSURM e, ww.,cw awes /�tl!!Yltl1/►A7'C rJ11rJQQr?,AO�R4Clf7 RFUINFOR NIRARER• THIS IS TO CERTIFYTHATTHE POLIOWS OF INSURANCE LISTED OFF W HAVE BEEN ISSUED TO TH131 N6UREO NAMED AROVE F ORTHE POUOY PERIOD INDICATED, NOTWITHSWIDINGANY REQUIREMEFIT, TERM OR CONDITION OF ANYCONTPACTOR OTHM 0OWMENTVIATHR1;SPEOTTOWHICHTHIS CERTIFICATE MAYBE ISSUED OR MAYPERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 18 SUBJECTTO ALL THETERMS, PXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, L R TMOF INSURANCE Y U$4" LnMTB #100"y ERAL UADIMY X ComerACW.(il:IIEIKLIABILITY 01lJMSaAADE ❑X occur; X X WON74OD30M 0 08l011Z0t1 tJ1 "Org REHCff i f,000� PREAI S Es i fi00,000 IMO W ow i 10,000 PER60NAI.6AWI"RY S 11000.0m CCI1kftALA4(#tCc3ATE i 2.000.000 "MLABOREOA'MLOAH'APPLIEBPRn nx Spow. MLOG PRODWTS.COMPIOPAGO i 2,000.000 i AUTo1rOBt1FLIAEIurY X ANYAUTO ALL OM O SCHIDULeo A X IRREOWFOS m N��4$ D X x t 1,000000 DOon.:ywuRY(P"Pw*w) i 6ODtLYRIJtw(Pereotiw) i i i X UABREILALIAB RXCEN UA4 X OCCUR CcnBAS one L3013159763o9V01/20t0 o810V2011 EACHOCCURRERCE 1 1,000,OOD tic+4REOAm 4 11000,000 t0 00o i WOME R500UPEO ANDErPtOMW rueam �Ieoft�NE�m MIYE (A(pfldrlorYklMH1 L_.I U ��der7 boerOPx]efOPE n NrA x 110M765 08hNi2010 oftwoti x L.FAcuAccWUNr� i 1,000.000 H.LDISFASR•FJ�FJtPL�fEE i 1,000,000 ELDISEASE.POUCYLIM i 1,ODO,o00 • i i i i dEECRIP 110?iOgFOPFAAt1ON8/LOOAU NS1V6Nl8Ltc8(AtttcfiAOORDtOf,/WdNatrlRriniutnBtiMdtlfe,ffmOnrq:Ig1■roMtnd) Upw am ardin on a al:01 1 and n n tl ls, b�asts�wei pl a nd icon never a Inducted as AddMond Insured as required by wrilten contract as respects to ty tm p ' City of Daman, It OI *18, Agents, mpip m and volunteers as reWlred by written contract. m )of demon k,,,t BTWsftoot Denton, TX 76200 SHOULD ANY OF THB ADM DWRIBW POUCIE8 BE CANCE.1161) BEFORE THE RXPIRATM DATI3THE0011, NOTICBWILL BE DELIVERED IN ACCORDAFICEWITHTHBPOLICYPIiQYI M$, ATTACHMENT A INSURANCE REQUIREMENTS AND WORKER'S COMPENSENTATION REQUIREMENTS Respondent's attention Is directed to the Insurance requirements below, It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of Insurance oertiflcates and endorsements as prescribed and provided herein. If an apparent low respondent faifs to comply striofly with the Insurance requirements, that respondent may. be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS, Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum Insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of Insurance, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any Insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposalibid opening, since the Insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/bid, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All Insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained In compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: + Each policy shall be issued by a company authorized to do business In the State of Texas with an A.M. Best Company rating of at least A. • Any deductibles or self -insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self -insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall } procure a bond guaranteeing payment of losses and related investigations, claim administration —i and defense expenses. ' • Liability policies shall be endorsed to provide the following: Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the additional Insured with respect to claims covered under the policy and that this . insurance applies separately to each Insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to Increase the insurer's limit of liability. • Cancellation; City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date; + Should any of the required Insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. PAGE 35 OF RFP 4729 • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. i€ Insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained In satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, If so noted: [X] A. General Liability Insurance: t General Liability insurance with combined single limits of not less than 11,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: + • Coverage A shall include premises, operations, products, and completed 1 operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resufting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [Xj Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $600,000 either in a single policy or in a combination of basic and umbrella or excess policies, The policy will Include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. PAGE 36 OI' RFP 4729 Satisfaction of the above requirement shall be In the form of a policy endorsement for; • any auto, or • all owned hired and non -owned autos. [Xj Workers Compensation Insurance Contractor shall purchase and maintain Worker's Compensation Insurance which, in addition to meeting the minimum statutory requirements for issuance of such Insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $600,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, Its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 In accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). [X] Owners and Contractor's Protective Liability Insurance f The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" i basis and the policy shall be issued by the same Insurance company that carries the Contractor's liability insurance. Policy limits will be at least $600,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. ..i [ ] Fire Damage Legal Liability Insurance Coverage is required If Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than _ each occurrence are required. [X] professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions In connection with professional services is required under this Agreement. Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their Interests may appear. [ ] Commercial Crime provides coverage for the theft or disappearance of cash or checks, robbery insidefoutside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. PAOB 37 OF RFP 4729 Additional Insurance Other insurance may be required on an Individual basis for extra hazardous contracts and specific service agreements. If such additional insurance Is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. [Xj Worker's Compensation Coverage for Building or Construction Projects for Governrimental Entities A. Definitions: Certificate of coverage ("certificate") -A copy of a certificate of Insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. _ Duration of the project � Includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" In §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" Include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes i and payroll amounts and filing of any overage agreements, which meets the statutory I requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. if the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2.no. later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, If the coverage period shown on the current certificate of coverage ends during the duration of the project. PAGE 38 OF RFP 4729 F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity In writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of Coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b, a' new certificate of coverage showing extension of coverage, prior to the end of the coverage period, If the coverage period shown on the current certificate of coverage ends during the duration of the project; 6. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each. person with whom It contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the. duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, In. the case of a self -insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading Information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. , PAOR 39 OF RFP 4729 K. The contractor's failure to comply with any of these provisions Is a breach of contract by the contractor which entities the governmental entity to declare the contract void if the contractor does not remedy the breach wiihln ten days after receipt of notice of breach from the governmental entity. PAGE 40 OF RFP 4729 ATTACHMIt NT B Wage Determination Refer to: http,,Lwww.accesg.gpo.gov/davisbacon/tx.html Quoting Rowdremen-ts, Contract Forms & Conditions of the Contract Wage Rates & Payroll Reporting 1. Payment (A) Employee Certification CONTRACTOR, Its Subcontractors, and their Sub -subcontractor shall identify in writing, the classification agreed to by all laborers, workmen and mechanics employed by them in the execution of the Contract, and pay not less than rates specified at the Texas Workforce Commission's website which can be accessed at. If work performed by worker is different than the classification agreed upon, the worker shall be paid the minimum wage for work performed. (B) Prevailing Wages Workers on Project shall be paid not less than wage rates described in this section. Such wage rates shall be used throughout the Contract. If a classification is to be used which is not listed in this section, CONTRACTOR shall request such rates from the Department of Labor and forward a copy of the request and response to OWNER. Inclusion of wage rates does not relieve CONTRACTOR from responsibility to comply with applicable State or Federal wage laws. Wage rates shall be posted by CONTRACTOR at site of Work in a prominent place where they can be easily seen by workers. in the event there are multiple job sites (such as in street or utility construction), wage rates shall be posted at CONTRACTOR's office and be posted at other places where they would be most likely seen by workers. (C) Overtime Requirements No Contractor, Subcontractor, or Sub -subcontractor contracting for any part of contract Work which may require or involve the employment of laborers or mechanics shall require or permit any laborer or mechanic in any workweek In which he is employed on such Work, to work In excess of forty hours In such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times his basic rate of pay for all hours in excess of forty hours In such workweek. 2. Apprentices and Trainees (A) Locally Funded Projects Apprentices and helpers will be permitted to work as such when they are listed on a payroll as an apprentice or helper. Apprentices or helpers are to be paid a minimum of 50 percent of journeymen wages indicated. The allowable ratio of apprentices or helpers in any craft is not to exceed 2:1. Employees who are not under the apprentice or helper program shall be paid the wage rate provided In contract for Work he actually performed. 3. Withholding of Payments OWNER may withhold or cause to be withheld from CONTRACTOR as much of the accrued payments which may be determined necessary to pay laborers and mechanics employed by CONTRACTOR, Subcontractors, or Sub -subcontractors on the Work the full amount of wages required by this Contract. In the event of nonpayment of wages to laborers or mechanics working on the site of the Work of this contract, OWNER may, after written notice to CONTRACTOR, take such action as may be necessary PAGE 41 Or RFP 4729 to cause suspension of any further payments or advance of funds to CONTRACTOR until such violations have ceased and until restitution has been made. 4. Payroll and Reports Payrolls relating to this Work shall be maintained during term of Contract and preserved for a period of three (3) years thereafter by CONTRACTOR for all laborers and mechanics working on the Work. Such records shall contain name and address of each such employee, hislher correct classification, rates of pay, Including fringe benefit rates when applicable, daily and weekly number of hours worked, deductions made and actual wages paid. CONTRACTOR shall make payroll records available for Inspection by authorized representatives of OWNER upon written request, and shall permit such representatives to observe and/or Interview employees during working hours on Work site, for such time as is required to obtain personal verification of selected payroll data. If it is apparent that there is a wage rate violation or Improper classification of employees, an investigation will be conducted, and action taken as appropriate_ 5. Complaints and Penalty's CONTRACTOR's attention Is directed to House Rill TX 73 RHB 660 amending Art. 5159a, V.T.C.S. relating to the payment of certain laborers, workers, and mechanics under public works contacts. PACE 42 OF RFP 4729 F a ATTACHMENT C BUDGET AND COMPLIANCE QUESTIONNAIRE AND FORMS 1. Firm Name: Darr Equipment Co, LP 2, Address: Billing 350 Bank Street Sculhlake, Texas 76 Main#: 817.410.4800 Fax##: 817.410.4848 Address Construction: 8231 John Carpenter Frwy Dallas, Texas 74247• 3. Tax Payer ID#: 622361924 4. Email Address of Primary contact: lgoff-@darrequjcment.com; tzimmerman@darrequipment.com 5. Website Address: www.darrjob.com 6. Telephone:214.819.3991 7. Fax:214.819.3830 8. Other Locations: 302 Enterprise St ' Longview, Tx.76604 266 Case Circle i Ardmore, OK 73401 2000 SE 670 Street Oklahoma City, Ok 73149 7760 Alumax Rd Texarkana, TX 76501 9, Organization Class: Limited Liability Company Partnership Individual Corporation Association 42618 760` East Ave Tulsa, Ok 74145 6917 Woodway Dr. Waco, TX 78712 10. Date Established:1964, changed to Darr Equipment Co. LP; 02.02.2002 11. Former Business Name: Darr Equipment Co. 12. Date of Dissolution: None 13. Subsidiary of: None 14, Historically Underutilized Business: Yes or No: NO 15. Principals and Officers: Steve Brooks: President Robert Engstrom — Vice President of Sales Brenda Barnes - Comptroller 16. Key Personnel and Responsibilities: PAGE 43 OF RFP 4729 Mike Andrews — Region Manager, Dallas Office, management of all branch operations, sales, rental, service & parts. Jeff Goff — Service Manager, Service operations, shop safety, personnel, facility John Borel — Parts Manager, Parts operations, purchasing and distribution Tim Zimmerman — Territory Manager, sales, rental & product support, customer contact 17. Number of Personnel by Discipline: Dallas Office only. Total for all of Darr Discipline Number of Staff # Registered Management 3 3 Parts 1 1 Rental 2 2 Service 6 6 18. Services Provided by Firm: New sales of JCB and Fecon products, Used sales many different makes, rental products, new JCB parts, and service of all makes of equipment. 19. Professional Liability Coverage, Error & Omissions, etc. Amount: No Coverage 20. Work Type — Distribution by Proportion of Annual Average: Work Type % by Fee % by No of Projects Service 80% 20% 21. Please indicate the total number of projects your Firm has undertaken within the last five years? We provide product support from many locations generally by maintenance contract or by the service job. 22. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the Issues and resolution if available. include lawsuits where Owner was involved, No 23. Please provide at least (5) five references (preferably municipalities) and contract amounts. Waste Management - $6,600 / month Kaiser Aluminum - $12,000 / contract Open Range - $5,000.00 / month City of.Donton - $>$20,000.00 / Contract Sun Belt Rental $10,000.00 / month 24. Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. No 25. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s), No 26, Has your company Implemented an Employee Health 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? No, we follow OSHA rules and track per their guidelines (see attachment) PAGE 44 OF RFP 4729 ATTACHMENT E SAFETY RECORD QUESTXONNAXRE (Must Be Submitted With Proposal response) The City of Denton desires to avail itself of the benefits of Section 252.0435 of the Local Government Code, and consider the safety records of potential contractors prior to awarding contracts for the City of Denton contracts. Pursuant to Section 252.043(b) (8)) of the Local Government Code, the City of Denton shall consider the safety record of a respondent prior to awarding contracts on City contracts. The definition and criteria for determining the safety record of a respondent for this consideration shall be: The City of Denton shall consider the safety record of the respondents in determining the responsibility thereof. The City may consider any Incidence Involving worker safety or safety of the citizens of the City of Denton, be it related or caused by environmental, mechanical, operational, supervision or any other cause or factor. Specifically, the City may consider, among other things., a. Complaints to, or final orders entered by, the Occupational Safety and Health Review Commission (OSHRC), against the respondent for violations of OSHA regulations within the past three (3) years. b. Citations (as defined below) from an Environmental Protection Agency (as defined below) for violations within the past five (5) years. Environmental Protection Agencies include, but are not necessarily limited to, the U.S. Army Corps of Engineers (USACOE), the U.S. Fish and Wildlife Service (USFWS), the Environmental Protection Agency (EPA), the Texas Commission on Environmental Quality (TCEQ), the Texas Natural Resource Conservation Commission (TNRCC) (predecessor to the TCEQ), the Texas Department of Health (TDH), the Texas Parks and Wildlife Department (TPWD), the Structural Pest Control Hoard (SPCS), agencies of local governments responsible for enforcing environmental protection or worker safety related laws or regulations, and similar regulatory agencies of other states of the United States. Citations include notices of violation, notices of enforcement, suspension/revocations of state or federal licenses or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments. c. Convictions of a criminal offense within the past ten (10) years, which resulted In bodily harm or death. d. Any other safety related matter deemed by the City Council to be material In determining the responsibility of the respondent and his or her ability to perform the services or goods required by the proposal documents in a safe environment, both for the workers and other employees of respondent and the citizens of the City of Denton. PAGE 45 OF RTr 4729 In order to obtain proper information from respondents so that City of Denton may consider the safety records of potential contractors prior to awarding City contracts, the City of Denton requires that respondents answer the following three (3) questions and submit them with their proposals: QUESTION ONE Has the respondent, or the firm, corporation, partnership, or institution represented by the respondent, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of OSHA within the past three (3) years? YES, _ ..... NO� X If the respondent has Indicated YES for question number one above, the respondent must provide to City of Denton, with its proposal submission, the following Information with respect to each such { citation: Date of offense, location of establishment inspected, category of offense, final disposition of offense, if any, and penalty assessed, QUESTION TWO Has the respondent, or the firm, corporation, partnership, or Institution represented by the respondent, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of environmental protection laws or regulations, of any kind or type, within the past five years? Citations Include notice of violation, notice of enforcement, suspension/revocations of state or federal licenses, or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments. YES NO X If the respondent has indicated YES for question number two above, the respondent must provide to City of Denton, with Its response, the following information with respect to each such conviction: Date of offense or occurrence, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. QUESTION THREE Has the respondent, or the firm, corporation, partnership, or institution represented by respondent, or anyone acting for such firm, corporation, partnership, or institution, ever been convicted, within the past ten (10) years, of a criminal offense which resulted in serious bodily injury or death? YES NO X If the respondent has indicated YES for question number three above, the respondent must provide to City of Denton, with Its proposal submission, the following information with respect to each such conviction: Date of offense, location where offense occurred, type of offense, final disposition of offense, If any, and penalty assessed. PAGE 46 OF RRP 4729 ATTACHMENT F VENDOR REFERENCES Please list three (3) Government references, othor than the City of Denton, who can verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this proposal. REVERENCE ONE GOVERNMENT/COMPANY NAME: KAISERALUMTNUM LOCATION; SHERMAN TEXAS CONTACT PERSON AND TITLE: Gllberl Da ye TELEPHONE NUMBER: 901.893.5566 j SCOPE OF WORK: MAJOR COMPONENT REBUILD CONTRACT PERIOD: 20I0 & 2011 REFERENCE TWO GOVBRNMENTICOMPANYNAME, WASTEMANAGEMBNT LOCATION; ARLINGTON TX CONTACT PERSON AND TITLE: John McDaniels TELEPHONE NUMBBR: 817 274 1064 SCOPE OF WORK: MAJOR COMPONENT RB13UILD & MAINTENANCE CONTRACT PERIOD: REPHRENCH THREE GO'VERNMENTICOMPANY NAME: CITY OF DENTON LOCATION: DENTON TX CONTACT PERSON AND TITLE: Mike Ellis TELEPHONE NUMBER: 940.3349.8424 SCOPE OF WORK: COMPONENT REBUILD AND MAINTENANCE CONTRACT PERIOD: PER JOB BASIS PAGE 47 OF RFP 4729 ATTACHMENT C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ 1!or vendor or other person doing bitslness with local governmental entity This questionnaire refteets changes made to tite law by H.B. 1491, 80th Leg,, Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person Datette"wea who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requfromonts under Section 176A06(a). By law this questionnaire must be filed Nvlth the records administrator of the local government entity not later than the 71h business day after the date the person becomes aware of facts that mquire the statement to be filed. See Section 176,006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. i Name of person )VII61►as a bushtcss rcfallonship tivilhlocalgovernmental ertlity. 2 LjChcclods box if you are filing an update to a previously filed questionunire. L t Me lake requires that you file an updated co► plcted gtjestiotmaire with the appropriate filing authority not later than (he 71' business day after the date the originally filed questionnaire becomes incomplete or inaccurate) 3 1 Name of local government officer with idiom filer has an employment or bushtess relationship, DONE NameofOfficer ` This section, (item 3 including subparts A. B. C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? El Yes 0 No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than Investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? El Yes Q No C. is the filer of this questionnaire employed by a corporation or other business entity with respect to which the focal government officer serves as an officer or director, or holds an ownership of 10 percent or more? e Yes u No D. Describe each affiliation or business relationship. 4 NONE KNOWN Signature of person doing business with the governmental entity pate PAGE 48 OF RFP 4729 RFP #4729 -- HEAVY DUTY FLEET MECHANICAL SERVICES FOR CITY OF DENTON ATTACHMENT H AdoWed081R91 ? DISADVANTAGED BUSINESS UTILIZATION The City of Denton will ensure that purchases of equipment, materials, supplies, and /or services comply with Texas Local Government Code 262.0215, in regards to competitive requirements in relation to Disadvantaged Business Enterprises (DBE). The City will ensure that all procurement opportunities are cost effective, and contributable to the competitiveness of the City, and Its customers. All Procurement activities will be conducted in an open and fair manner with equal opportunity provided for all qualified parties. The City of Denton will provide equal contracting opportunities as provided by State and Federal law to small business enterprises, Hstorically Underutilized Businesses, and Disadvantaged Business Enterprises. The City of Denton encourages all awarded Contractors to seek qualification as a DBE and/or utilize DBE's as sub -contractors, where feasible, to meet the overall intent of the legislation. Disadvantaged Business Enterprises (DBEI: are encouraged to participate In the City of Denton's procurement process. The Purchasing Department will provide additional clarification of specifications, assistance with Proposal Forms, and further explanation of procurement procedures to those DBEs who request it. Representatives from DBE companies should identify themselves as such and submit a copy of the Certification. The City recognizes the certifications of the State of Texas Building and Procurement Commission HUB Program. All companies seeking information concerning DBE certification are urged to contact. State of Texas HUB Program — TPASS Division PO Box 13047, Austin, TX 78711-3047 (612) 463-5872 or (888) 863-5881 or http://www.window.state.tx.0rocurement/prog/hub/ Instructions: If your company is already certified, attach a copy of your certification to this form and return with the submission. If your company is not already certified, and could be considered as meeting certification requirements, please use the we link to obtain such. If you are submitting a response and plan to utilize DBEs, then use the form below to Identify the business and include the business HUB certification. COMPANY NAME: DOES NOT APPLY TO DARR EQUIPMENT CO, REPRESENTATIVE: ADDRESS; CITY, STATE, ZIP: TELEPHONE NO. FAX NO. IndIcate all that apply: Minority -Owned Business Enterprise Women -Owned Business Enterprise Disadvantaged Business Enterprise Page 49 o€RFP 4729 I i RFP #4729 — HEAVY DUTY FLEET MECHANICAL SERVICES FOR CITY OF DENTON ATTACHMENT J ACKNOWLEDGEMENT THE STATE OF TEXAS COUNTY OF DENTON i certify that I have made no willful misrepresentations in this Proposal Submission, nor have •I withheld information in my statements and answers to questions. I am aware that the information given by me In this proposal will be Investigated, with my full permission, and that any misrepresentations or omissions may cause mo al to be rejected. y prop natt��" Title Page 51 ofRFP 4729 .4 o® CERTIFICATE OF LIABILITY INSURANCE DA11/09/2011) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTERTHE COVERAGE AFFORDED BYTHE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MCGRIFF, SEIBELS & WILLIAMS OF TEXAS, INC. 5080 Spectrum Dr., Suite 900E CONTACT NAME; PHONE 469 232-2100 FAX A/C No Ext : AIc No): E-MAIL ADDRESS: Addison, TX 75001 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A :Travelers Indemnity Company of CT INSURED Darr Equipment Company 6688 North Central Expressway, `1 Suite Dallas, 75206 1,\�D INSURER B :Charter Oak Fire Insurance Company INSURER C :Greenwich Insurance Co. INSURER D ;Continental Casualty Company 20443 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:UYSKGK3X REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF IN RANCE ADDL INSR SUER WVD POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MMIDDIYYYY LIMITS C GENERAL LIABILITY WGN740039901 08101/2011 08/01/2012 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY / CLAIMS -MADE Fv] OCCUfZ' DAMAGE TO RENTED PREMISES Ea occurrence $ 300,000 MED EXP (Any one person) $ 10,000 X X PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 POLICY X PRO- LOC JECT $ B AUTOMOBILE LIABILITTY ANY AUTO r/ Y8105276M221-IND-11 08101/2011 08/01/2012 COaocNE'[idenSINGLE LIMIT $ 1,000,000 X BODILY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS XAUTOS XBODILY I$ INJURY (Per accident) $ X PROPERTY DAMAGE Per accident NON -OWNED HIRED AUTOS Ix AUTOS D X UMBRELLALIAB XI OCCUR L3013159753 08/01/2011 08/01/2012 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1.000,000 EXCESS LIAB CLAIMS -MADE DED I I RETENTION $1 00 $ ' A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory in NH) N I A X YCUB5110M7551 08/01/2011 08/01/2012 X WCSTATU-OTH- O L I S E E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 $ DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Upon awarding contract: City of DentonAt Officials, Agents, Employees and volunteers are included as Additional InsuLad as required by wr' ten contract as respects to General 'ability & Aut y. General Liability additional insured on a primary and non-c ntributing a- sls as required by contractlaiver of Su�in favor of ty of Denton, it Officials, Agents, Employees and volunteers as required by written contract.ro�' CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATETHEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Denton V AUTHORIZED REPRESENTATIVE 825E Texas Street ! �r,J Denton, TX 76209 � y �_., M Page 1 of 1 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD