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HomeMy WebLinkAbout2014-053ARDINANCE NO.0 SE ECTED A ' ! PROVIDING FOR THE EXPENDITURE OF THEREFOR; !. ! AND PROVIDING ! EFFECTIVE DATE (RFP 5198-AWARDED TO VIRTRA SYSTEMS, INC. IN THE NOT -TO - EXCEED AMOUNT OF $278,3 10). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the purchase of one (1) use of force simulator in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed fl the relative inlDortance of mice and the other evaluation factors included in the request for proposals; herein; NOW, THEREFORE, SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for 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. r NUMBER VENDOR AMOUNT 5198 VirTra Systems, Inc. $278,310 SECTION 2. By the acceptance and approval of the above numbered items of the submittei proposals, the City accepts the offer of the persons submitting the proposals for such items an4 agrees to purchase the materials, equipment, supplies or services in accordance with the terms, 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 the RFP 5198 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 day of :Fd -4 ,2014. mARK A. BLJ1,)RQUGHS, MAYOR ATTEST: JEWIFE-P, BY: 0 9 P 9 FAI J1 I I VAJ I �� -2"/ BY: - ZZ, RFP 5198 THIS CONTRACT is made and entered into this 841dayof]FdawamA.D., 2014, by and between VirTra Systems, Incorporated, a corporation, whose address is 7970 South Kyrene Road, Tempe, Arizona 85284, hereinafter referred to as "Supplierand the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be lim-fi- ?- VWMA -lor "A MOM M1Mt1W""- MIROPPI-- ggavism. 01 W RV ( I I I C 0 1 MR Training Facil a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) City of Denton's RFP 5198 (on file at the office of the Purchasing Agent) (b) Standard Terms and Conditions (Exhibit "A") (c) Special Terms and Conditions (Exhibit "B") (d) RFP 5198 Technical Specifications and Scope of Work (Exhibit 11C11) (e) Form CIQ — Conflict of Interest Questionnaire (Exhibit "D") (f) Supplier's Response to RFP 5198 - Best and Final Offer (BAFO) Pricing (Exhibit "E") (g) City of Denton's Insurance Requirements (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP 5198 Page 1 of 18 11- 111"ITINESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. JENNIFER WALTERS, C TEA, SECRETARY wig• F.-Iolywali BY: BY: AUTO RIZED SIGNATURE Date-., Name: U Title: C® 0, 0. i-1go -9VP - '/z/ <-/ 0 ..1 6 FAX Nu ER BY: �-' GEORGE C. CAMPBELL, CITY MANAGER Date: RFP 5198 Page 2 of 18 1 �I1� 1 I �11 1I1 I1= Exhibit A City of Denton Standard Purchase Terms and Conditions response, Invoice or Statemment sh 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 Supplier agrees that the contract shall bA 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. SUPPLIER'S OBLIGATIONS. The Supplier shall fully and timely provide all deliverables described in the Solicitation and in the Sumlier's Offer in strict accordance with the terms - covenanMW&rs)re*x1 r 11f and all applicable Federal, State, and local laws, rules, and regulations. the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Co7viract. 3. SUPPLIER TO PACKAGE DELIVERABLE& The Supplier will package deliverables in accordance with g**4 �ractice.qx� sk-Al iXClV,fe--a �!2gkimg list sk,twiag tke.iesc?i7,ti6z*f each itenr,-th-e--qyantitf wyi yr-it 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 Supplier'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 I of 4 boxes, and (d) the number of the container bearing the packing list. The Supplier shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest trangortation costs and to conform to all the rewirements of common carriers and any aDilicable necification. TVc- 14PI 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Supplier is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of deliunless otherwise pecified in the Suglemental Terms and Conditions. w p i-F gle-441-Wer UIC af;Awawiise p,1101 b pflue sliall Do ucerneu to 111UIXUC U11 UU114 UFY U11U LFUJISPURaLlOn CnargeS. I ne Mly snall nave the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all riahts under law. including. but In. rejecL Uele or non -conforming aeliverames. 11 trie Uity has the nght to inspect the Supplier's, or the Supplier's Subcontractor's, facilities, or the deliverables at the Supplier's, or the Supplier's Subcontractor's, premises, the Supplier shall furnish, or cause to be famished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. RFP 5198 Page 3 of 18 Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non -complying tender shall constitute a breach and the Supplier shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Supplier may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. location and essential characteristics of the work sites, l0vif facilities necessary to perform the services, and any other condition or state of fact which could in any way affect rverformance of the Supplier's obligations under the contract. The Supplier 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. WOREFORCE A. they will perform under the Contract. B. The Supplier, its employees, subcontractors, and subcontractor's employees may not while engaged in Jyt4s City of Denton contract or on the City's property . i. 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 Supplier that any worker is incompetent, disorderly or disobedient - has kn -Neatedlrj violated safetp re - . ns-has �cossessed amp was under the influence of alcohol or drugs on the job, the Supplier 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 S lier 6e it Oall cow-flv vr*t1t t�-e refirnin Q . _4.resents and w 'aw"WkIii "Tw, 1110, Slow 11111 Pi W scrUccs Lnuer Me 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 Supplier, 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 Supplier 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 Supplier's obligations under this paragraph. 12. 11111OICES: A. The Supplier 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. number and the master agreement number if applicable, the Department's Name, and the 11 name of the point of contact for the Department. Invoices shall be itemized and transportation RFP 5198 Page 4 of 18 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 Supplier's name, remittance address and, if applicable, the tax Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Supplier'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 Supplier 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 famish 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 lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Supplier 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 Supplier to such extent as may be necessary on account of. i. delivery of defective or non -conforming deliverables by the Supplier; ii. third party claims, which are not covered by the insurance which the Supplier is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Supplier to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or suppliers, which is not covered by insurance required to be provided by the Supplier; v. reasonable evidence that the Supplier's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Supplier to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Supplier to comply with any material provision of the Contract Documents. E. Notice is hereby given that anrt_awarded�, may offset indebtedness owed the City through payment withholding. F. Pa�ment will be made by check of funds. The Supplier 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 rwriated or available and anv deliverables delivered but wn aid shall be retumej J1 jIW Citv Omall Vijj 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. by the Supplier, unless otherwise stated in the contract terms. RFP 5198 Page 5 of 18 A. If a DBE/MBE/WBE Program Plan is agreed to and the Supplier has identified Subcontractors, the Supplier is 15th calendar da_y after comy-letion of all work under the contract. Final ,;,ayment-, if the Supplier 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 Supplier, 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 Supplier to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Swilier's continuing - r, t, i-rcludi-ta jjjj tj jj 6 , * -, - W"44, iii lai'm i, ti ii 4 k-Y) 411bIll?, I-II&CF Lat; %-Atj N F1;11t LO UJAIL, 01 U11 UldlHIN dgW11SL L1116k City other than those previously asserted in writing and not yet settled. I VTJ�W�—iMf inclt,f M7MVMMM17VACp7M tooling or special test equipment fabricated or required by the Supplier 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 Supplier as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to t Contract. The Supplier shall retain such books, records, documents and other evidence pertaining to the Co tra period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which e records shall be kept until all audit tasks are completed and resolved. These books, records, documents and oth] evidence shall be available within ten 10) business d s of written request. FurtheL the Sggilier gall also renui MrNr =41 i 1 6 - enc pertaining to the Contract, and to allow the City similar access to those documents. All books and records 7wi I b made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unle, the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable co: A f the audit, including any travel costs, must be borne by the Supplier which must be payable within five business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and sha constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records' "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Sumlier identified Subcontractors in a DBE/MBE/WBE requirements approved by the City. The Supplier shall not initially employ any Subcontractor except as provided i the Supplier's Plan. The Supplier shall not substitute any Subcontractor identified in the Plan, unless the substitul - has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver ( any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan hz been approved, the Supplier is additionally required to submit a monthly Subcontract Awards and Expenditur( Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Supplier by a Subcontractor shall be pursuant to a written contract between the Suppli( 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 th provisions, speccations and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the pri( written consent of the City and the Supplier. The City may require, as a condition to such farther subcontractinj that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims f( additional payments, damages or otherwise, to the Supplier in sufficient time to enable the Supplier to include sair 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 i the type and amounts specified for the Supplier, with the City being a named insured as its interest shall appear; anc v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Supplier required to indemnify the City. I RFP 5198 Page 6 of 18 if 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. *. The Supplier shall pay each Subcontractor its appropriate share of payments made to the Supplier not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE: inxiif *ff,,fr highw tx- vxko;�AJ�, others for like deliverables under similar terms of purchase. B. The Supplier 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 Supplier, or deliverables under similar terms of purchase. "I FLITRYM 1-Mor Me Zontract, 77V ulat Me Denleraoics are iree anu Mear 52 ah jinis, Mulms, security interes Ws encumbrances. The Supplier shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLE& The Supplier 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 famished by the Supplier, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless other -wise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Supplier 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 accev tance of revlacement delivvx?-A6��.W ,tance of the deliverables or from the date of aecty period, one or more of the above warranties are breached, the Supplier shall promptly upon receipt of demand either repair the non -conforming deliverables, or replace the non -conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be bome exclusively by the Supplier. The City shall endeavor to give the Supplier 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. -WX LIIV 9j';.dIILILJ 911 1-C;I17CId@4C;b IL IMIJ 11C , -==Wt=0yTT0 required to purchase under the Contract from the Supplier, and purchase conforming deliverables from other sources. In such event, the Supplier 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 Supplier is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the SUNclier shall transfer and assi.Nn such manufacturer's warranWj to the CiWA. If for a reason the manufacturer's warranty cannot be fully transferred to the City, the Supplier 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 Supplier 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 SuNjcjff-maLuQL1-im-iL. exclude or disclaim the foregoing w - rarrantp or ank% warrantt�, 3%T, I MIPRWW)r,�L attempt to do so shall be without force or effect. RFP 5198 Page 7 of 18 11=C. it J-1.11lig LIM 11AEdllLJ vftfd MC HUIVIC WdIldlILIC�i dIC oreacneu, ine 3upplier snail prigl" upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs dental to such additional performance shall be home by the Supplier. The City shall endeavor to warranty, but failure to give timely notice shall not impair the City's rights under this section. ON 61Ic 111[oll I a) [41191"Irlo . such event, the SUmhcEshaII_t-a,-_, to the C u-,Fon demand the pro,,vilri such services from another source. ?ccept it, the City may do so. The Supplier 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-cjQgijjg deliverables- If treacce-ota-ice *ccurrsztor frial 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Supplier 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 Supplier will cease all work uxtil Xrtifkj1 �,y tx� Ci'.-f tk,?t tke 4�41zt4,x *r h.2s �,eeA costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Supplier shall be in default under the Contract if the Supplier (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of Li,erformance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Supplier's Offer, or in any report or deliverable required to be submitted by the Supplier to the City. sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remed available under law � i i i the City shall be entitled to recover all actual dama es III M 01 111ILTA iIN IN 1111 - I . I - 0 specified in the notice of termination. The City shall pay the Supplier, 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 Supplier on any Offer or in any report or deliverable required to be submitted by the Supplier to the City shall be grounds for the termination of the Contract for cause by the City and RFP 5198 Page 8 of 18 may result in legal action. 30. DELAYS: A Th C't del schedul d d I' b r . . . . . . . . . . . . from delaying th delivery as notified. B. Neither Part4 shall be liable for anv default or delg in the ierformance of its obli;ations under this Contract i sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of defau or delay in contract performance due to any of the foregoing causes, then the time for completion of the services w' be extended; provided, however, in such an event, a conference will be held within three (3) business days establish a mutuall a eeable eriod of time reasonabl necess to overcome the effect f h oil 4 is subcontractors commencing work on the project. v. The Supplier's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State • Texas at the time the !• are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas • Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation • City of Denton 90 1 B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Supplier, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Supplier shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the unA' rwriter • any such !• x. The City reserves the right to review the insurance requirements set forth during the effective period of the • and to make reasonable adjustments to insurance coverage, limits, and • when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history • the industry • financial condition of the insurance company as well as the Supplier. xi. The Supplier shall not cause any insurance to be canceled nor permit any insurance to lapse during the term • the • • as required in the Contract. xii. The Supplier 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 Supplier shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Supplier. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Supplier which arises under or 11C COLPPIM N11dil gITC UlILLVII 1111LIUC L11CM311 LIV L11c; %-Uj ITILIX11 x1l ki,f)-calUJIU41 Ui!kjS UILCf ICUCIPIL V1 11L)LIUC UY LILIN Supplier. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 4 - E-Wins N -oil 010116,10011011 by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail telefax- or other commerciallp acce-ded means. Notices to the Su , A4Porwr. 4rr#Yft. specified in the Supplier's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the ■ Manager. RFP 5198 Page 10 of 18 EnUMMITUMNEW007slFra in I t,6. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Supplier represents and warrants to the %City that: (i) the Supplier shall provide the City good and indefeasible title to the deliverables and (ii) the felivera�les vW,�liei 1,y tke Sv.7.ylier ix witX tk-. s7,v.-ifiG?.ti*xs iz th@ C+xtmct-;%�11 x6t i2ik�xge,firectly *r contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind *f 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 Supplier does not know of any valid basis for any such claims. The Supplier 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) arisin out of or resultinz from: (i) IN001 or (ii) the Supplier's breach of any of Supplier's representations or warranties stated in this Contract. In the event of act as co -counsel on the City's behalf Further, Supplier agrees that the City's specifications regarding the deliverables shall in no wa�� diminish SuMffler's warranties or no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Supplier. TER of the City's and/or its licensors' confidential information (including inventions, employee information, tr secrets, confidential know-how, confidential business information, and other information which the City or i a licensors consider confidential) (collectively, "Confidential Information"). Supplier acknowledges and agrees th the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized us disclosure dissemination.. or other rele--�ce -WVAWi,i2lly i7r�UU4ti-VFky—Mf,'* ' licensors. The Supplier (including its employees, subcontractors, agents, or representatives) agrees that it wi maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulgi *AF recreate, or otherwise use the Confidential Information without the yxior written in t 71 lier proli, p. a7 ♦r an order of any court or other governmental authority with proper jurisdiction, provided the Supplier prompt ?.v luc,4eml 11 -.- protective order. The Supplier agrees to use protective measures no less stringent than the Supplier uses within be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLE& The Citp shall own all ri�!,Ahts,. the world in and to the deliverables. A. Patents. As to any i-�iatentable suln(ect matter contained in the deliverables-. the patentable subject matter to the City. Further, if requested by the City, the Supplier agrees to assign and, necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under su patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of i elnj-j�ees to execute acknowledg�,. and deliver an assignment of letters by the City, to the City upon request by the City. B. AlCyrights. As to any deliverables containing copyrightable subject matter, the Supplier agrees that upon thel lik"M NIUMN deliverables. Should by operation of law, such deliverables not be considered works made -for -hire, the Suppli hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder execute, acknowledge, and deliver an assignment to the City of) all worldwide right. title, and interest in anti to ;n 1p I made -for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of su deliverables to the City or at such other time as the City may request. I RFP 5198 Page 11 of 18 C. Additional Assignments. The Supplier further agrees to, and if applicable, cause each of its employees t execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instrumen] which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask wo registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries an in order to assign and convey to the Cit- its successors, assigns and nominees, the sole and exclusive right interest in and to the deliverables. The Supplier's obligations to execute, acknowledge, and deliver (or cause to executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., and c. shall continue after the termination of this Contract with res�-Xect to such deliverables. In the e should not seek to obtain copyright protection, mask work registration or patent protection for any of t deliverables, but should desire to keep the same secret, the Supplier agrees to treat the same as Confidenti Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be original developed material unless otherwise specificalli - rovided in the Contract. When included in a report in any form, the source shall be identified. 40. ADVERTISING: The Supplier shall not advertise or publish, without the City's prior consent, the fact that t City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Supplier warrants that no person or selling agency has been employed retained to solicit or secure the Contract upon any agreement or understanding for commission, percenta, maintained by the Supplier for the purpose of securing business. For breach or violation of this warranty, the Ci shall have the rieht, in addition to from any amounts owed to the Supplier, or otherwise recover, the full amount of such commission, percentag brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Supplier, cancel the Contract without liability if it determined by the City that gratuities were offered or given by the Supplier or any agent or representative of tf Supplier to any officer or employee of the City of Denton with a view toward securing the Contract or securin favorable treatment with respect to the awarding or amending or the making of any determinations with respect I the Nerformini of such contract. In the event the Contract is canceled bv the Cit ursuant to this SL 111CIFrC by the Supplier in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No nffilrer d-.m, d City. The Supplier shall complete and submit the City's Conflict of Interest Questionnaire (Attachment B). 44. INDEPENDENT SUPPLIER: The Contract shall not be construed as creating an employer/emplo relationship, a partnership, or a joint venture. The Supplier's services shall be those of an independent supplier. T Supplier agrees and understands that the Contract does not grant any rights or privileges established for employe of the '—*'ityxL12ZT6T"09V'AW== benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control the Supplier or any employee of the Supplier, and it is expressly understood that Supplier shall perform the servic hereunder according to the attached specifications at the general direction of the City Manager of the City of Dento Texas, or his designee under this agreement. 4 A 1VT-DFI,FQitTIWU- Tte 6vftrnrts'�all -0-1111 ON ........ . .... RFP 5198 Page 12 of 18 writing signed by the aggrieved party. No waiver by either the Supplier 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 a similar • different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No :&re:-�i�nted or similar terms on angi the SWAII'lier invoice, order or other document shall have anpi force or effect to change the terms, covenants, • conditions • the • Is 4 A- 4 1 1 I-NIM-111 W-1 No 11 - MAIN 60-A Agwint] lummwmupllpqw substantiallv drafted bv one pady, it is the intent of the -,oarties that all provisions be construed in a in 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. 9• 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 prosecutin,A a suit for dania_ves. However. this section does not prohibit the filing of a lawsuit to toll the ninnin2� of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between ME 2=111,111011 I I ON,11TIfFIVI" IT MeCUII& UIC PLIELICS IIUVC 110 T-77M ".7 R WIPYROW-1 I 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 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 into2retation expert. If the j2arties fail to a:,.ree on a mediator within thirty neparties agree to pAOUIC1pate 111-111CURIL1011 III g()()4IdIUI IQF UPI LU ffiffrT�i'71TUalciluar . the date of the first mediation session. The City and the Supplier 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. 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. Lin I 01LIZ11 did not contain the iarticular iortion or irovision held to be void. The uties further a ree t RFP 5198 Page 13 of 18 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. MILK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) I . 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 01fieration must -_i:roved bp the designee. F *14h: 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. rAr,��_ I'SPENSION OR DEBARMENT CERTIFICATION: or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accwting a Contract with the Citi, the Vendor certifies thi i ww _,dele 0-0 is Is 0i lo AiWA a i'i Wro ow"", 1010100111 �J I '[%IN IIM UNtUdip. RKA 4417AML-J 11-Jral JW CA JIM- III$", I 1,79=7LICS r_XC1UUCU from reaeraf Procurement and 11on-f rocurementfrograms, the State of I exas, or We' "ity of De-tto-wi. 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 ,-mi4*0 1-1441r 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. 56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements) The following federally ftinded requirements are applicable, in addition to the specific federally ftmded reAuirements. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. "Cost of components" means - (1) For components purchased by the Supplier, 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 Supplier, 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 excludino firofit. Cost of components does not include anki costs associated with the manufacture of the end iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or RFP 5198 Page 14 of 18 (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 SuRylier shall deliver onlgj domestic end fuvi4wtdi products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded supplier or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the supplier. 59. P.',U4VAILING WAGE RATES: All suppliers 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. httD:Hww-w. access. aDo. Lyov/davi sbaco-t1t.y.1tittl WIN 1401DIMM0115M I Evil. at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Supplier shall give all notices and comply with all laws and regulations applicable to furnishing and I-,)erformance of the Contract. 9 )II-row-IMIXpiw 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. Supplier is responsible for both federal and State comn_liance with all federal and State tax laws and withholdiA�q e to Supplier or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Supplier shall indemnify the City of Denton and shall pay all costs, penalties, or losses cesulting fi-oin Supplier's omission or breach of this Section. issued. 1w, 6111111,11, IN OWN RFP 5198 Page 15 of 18 1 any such damage within one 1. day. reasonable effortsto recommence performance or observance whenever1 to whatever extent possible 1 ':, delay. The Supplier 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 reasonabl,t, level of detail the circumstances causing the non-peTformance or delay in performance. rMSOMMOKI 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 IMWIUNITY: The Parties expressly agree that no provision of the Contract is in any wa�,i intended to constitute a waiver bki the City, of Demon of aU the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Supplier 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 Supplier shall retain all such records for a i-ceriod of four 'A*&,ars aft CN, er the ciration of the Contract or ntil the 'CPA Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Supplier shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent underContract. RFP 5198 Page 16 of 1 Exhibit B q I I ve-fSsrct . ITIR to it KAL111CUL the notice to proceed with the order of the material. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. Total Contract Amount The contract total shall not exceed $278,310.00. Pricing shall be per Exhibit E attached. Items 3a and 3b will be excluded. Delivery and Installation Delivery of material shall be ninety (90) days after receipt of the purchase order. The City shall reserve the right to amend the onsite delivery date, as needed to coordinate with the Public Safety Training Facility's training schedule. Delivery shall be coordinated with the City's equipment project managers prior to the delivery date. The use of force simulator system and their associated hardware and accessories shall be installed around the beginning to the middle of May 2014, with the scheduled testing, and onsite training and demonstration session(s) immediately following thereafter. RFP 5198 Page 17 of 18 i CITT OF DENTON rk"FP FOR THE SUPPLY AND INSTALLATION OF POLICE USE OF FORCE TRAINING SIMULATOR 01U P 4 5198 EXHIBIT 2 The technical specifications shall be finalized upon the selection of the Firm. The proposal submission shall have accurately described your understanding of the objectives and scope of the requested products and services and provided an outline of your process to implement the requirements of the scope of work and/or technical specification below. It is anticipated that scope proposal submission will include, at a minimum, the following: I 1�3 ml$ A Law Enforcement (LE) oriented "Use of Force" simulator that uses either continuous or interconnected screens to create a fully immersive active engagement in a 300 degree environment surrounding a trainee. The trainee shall be challenged by a multi -directional 19TS, "00 =44ma The simulator shall be delivered with standard LE content library, computer racks, uninterruptable power supply (UPS) backup and Audio/Projection Equipment. o Supplied equipment shall include necessary amplifiers and speakers that permit trainees to actually feel sounds for increased realism. If necessary, the simulator shall rest upon a false floor with amplifiers/transducers/speakers underneath the --=• • The simulator shall fire using lasers to teach trainees accurate targeting skills. • The system shall be is configurable to fit into a room that is painted black (ceiling, walls, and floor), has no windows, and is 35 ft by 29 ft and at least 13 ft high. The simulator shall be equipped with an interactive 'return fire' system or device that delivers a safe and adjustable electrical impulse to simulate hostile fire and enhance realism during training. Any 'return fire' system shall not require eye protection for either the trainee or any associated personnel who are present during training. 9= •� ou , MUM weapons for use in the laser based simulator. These kits shall include extra magazines CITY OF DENTON RFP FOR THE SUPPLY AND INSTALLATION OF POLICE USE OF FORC TRAINING SIMULATOR I teaching reloading skills under stress and recoil kits to simulate actual feel during fire. The selected vendor will provide conversion kits for the following weapons: • Glock 17 & 19 • Smith M&P (.40 caliber or 9mm) • H&K P2000 • Advanced Tether -less Rifle Recoil Kit for AR 15, M 16, and M 4 11111111 r I ri:ir�i The simulator package shall include additional weapons to which a trainee could transition as if in the actual field. • Additional/optional weapons for use in the simulator shall include: o TASER o OC Canister Shotgun Insert ZMZF-13= The selected simulator shall also include use of flashlight as an option for low light training. Supplied equipment shall include tow (2) flashlights (and associated hardware and software) so trainees can learn to manipulate flashlights in addition to standard weapons if necessary. The simulator package shall include equipment to provide for real-time monitoring, recording, and playback for debriefing of the trainees. The simulator shall be equipped for a table -top refill station for all refillable magazine Ea ,uinment shall include automatic push button activation and o ship empty. CITY OF DENTON RFP FOR THE SUPPLY AND INSTALLATION OF POLICE USE OF FORC TRAINING SIMULATOR 11 The simulator shall include an internal battery for up to four ATR M16 MAG magazines 1710 1 • The simulator price shall include installation and on -site training for up to 6 trainees. At the training session(s), address all training -related questions that are asked by system operators or interested parties. Assist and supervise the City -designated system operators in a full run-through to acquaint them with "hands on" operation of the equipment. Ensure satisfactory demonstration by the City -designated system operators of the intended use of the installed equipment. • The simulator shall be delivered and installed within ninety (90) days after receipt of order (ARO). • One year fall service warranty and support services shall be included. • The City request pricing for additional year(s) warranty. List the pricing for the standal I V pro] 44 10 aTj ji �#, � The simulator shall by accompanied by a 24 hour/7 days technical support by phone. On -site support shall be available if phone support is unsuccessful. CITY OF DENTON I RFP FOR THE SUPPLY AND INSTALLAMaV OF Pj1ljjrFJ—jSF—jjW ATTACHMENT G CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 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 Date Received who has a business relationship as defined by Section 176.001 (1 -a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the to the person becomes aware of facts that require 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. Name of person who his a business relationship with local governmental entity. t11A :2] F] Check this box if you are filing an update to a previously flied questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7'h business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. PIA Name of Officer 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 CI Q 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? = Yes 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? =11' Yes = No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? Yes No D. Describe each affiliation or business relationship. 41 Signature of person doing business with the governmental entity Date PAGE 51 OF RFP # 5198 O O O O 0 0 0 0 0 O O O to V1 Ci C7 ul 0 0 0 0 O ® O O sPi �j d` tti of O Ot a m ut v5 N ry (T a m O u1 N O .-s Lr in O a O M 0 O n ems. O m w rvi e*i en m vi r.i c ry ni `'., r°i ra � N a N W 0 0 Em E cl in 0 0 a 0 a 0 0 a 0 0 0 a 0 a 0 a 0 41 m m m m m m m m m m m m m m M ol m ol a, ow 0 0 0 0 0 0 0 0 0 C> um 9 q C? c? 0 C, C� C� 0 'C 0 0 0 0 0 0 0 m 0 0 CD 0 0 V 0 �* 0 0 0 0 0 m m m m 0 a o 0 0 u ry �� m m CL a"a m(3� -t oc� " R -i e n cy� M Ili Ili cli Ili L'i 0 w 2 4) ID ei ID h QI m N M V ID N I m m m m Vl -IT ct 'D r fL rn cl v 0 x < x q q c� c� q C. q c o o q o cD 9 q a o q q o o q q o cl o q o o o o . . o a ®c, o Ln a o o 0 It fL t a, o o m 0 a, -It ry an an ue in an - - - - - - - - - - vl ve of us 0 0 5. . . . .. . . . . . . . o 0 a o o o o o m o m1m a c a, o o a, a, 0 a) a, m m m m m S a o c q q c c o q q o 0 q O o q 9 o o q q o 9 cq, oo oq 0 cL o o a, o a 'o o 'a m-i m I'li C� a� a� ai -i in 0 q q c� q q q 9 9 q q q R o o 9 a o oq o q o aj d o c c o o o o o -1 R a ul o o® ::I v ui A cl� m at w T 10 o cc o p o < < & 2 z o o > > > > > > > > F < > - - > > r r > < > 1 m m 2 2 t t 2 2 2 t t Ft 2 2 2 T -, t 2 t 2 2 t t T 2 t t 9L t 5= 5=1 t 5, t 5t� t > a. > ;Ei 3� z 0 < z t! ® p w U) w2E E 'E Z5 w m 'o 2 E "A Y U) u he 0 10 ca E - M- Su Z o m < iR M ;510 u- 0 IL 0 0 faD r D < w w�ww w w w w< < <w w < < 0 0 Ci 0 V E E C14 m v U") CD 1� co m O 0 d 0 IL O Q ce iA -2 E ,u I I MIJUJI M kF14 D1 t4mK1175 I W BlIZ61 WON WIN N 191011111 k'A o(PI NJ I -j Dlkj7A I DR] 611 V-11k, I 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 2ccepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. 1L:;JWtMF1 lot A :91IL41W been submitted with the proposailbid. 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. -Pit- 1111*0AFFAUf MIM7.71 4114 t; I AM 01:1841 UPT.- I UOD 0 0 U01(:10 =I= 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- VIII or befter. Any deductibles or self -insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self -insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Rame 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 insurers limit of liability. Cancellation: City requires 30 day written notice should any of the policies flescribed on the certificate be cancelled or materially changed before the zxpiration date. Should any • the required insurance •- provided • a claims made • Contractor shall maintain such coverage continuously throughout the term • this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the • term which • rise to claims made after expiration of the contract shall be covered. Should any • the required insurance •- provided •- a form • coverage that includes a general annual aggregate limit providing • claims investigation • -•, defense • 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 • processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective • the •. of the lapse. WWSWFAW - v, a I # I - M-711 -SPUM"UNUOY1.5, Iff"D SOON 100 Maintained En - compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella • excess • If the Commercial General ,• form (ISO • CG 0001 current edition) is • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. �41 MML • • • ITHIM I'm 1.21 1.1310M 16.11711 ff rim MrOW.1 a MWRRI� �Sifj all tzlejosig &161 lig 0 [1) 111 V -101111yrAp- -1001011110011L 0 . . • ?TFMTanrMVYUMrUrWMM:� •• for: • any • • • all owned -• and non -owned • Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed • the City • the Named Insured. For building • construction projects, the Contractor shall • with the provisions • Attachment 1 in accordance with §406.096 • the Texas Labor ••- and rule 28TAC 110.110 • the Texas Workers' Compensation Commission I rJRM= The Contractor shall obtain, •, for and maintain at all times during the prosecution • the work under this contract, an Owner's and Contractors 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 Contractors operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractors liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. 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 • are required. Professional liability insurance with limits not less than $1,000,000.00 per claim will -espect to negligent acts, errors or omissions in connection with professional services -equired 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. Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The z)mployee fidelity portion of this coverage should be written on a "blanket" basis to cover 211 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. 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 contrac! specifications. ETV ?A Iffe "d I MM [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities Certificate of coverage ("certificate") -A copy of a certificate of insurance, a zertificate 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 [oroviding 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 contractoes/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 far-nishes 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 foodibeverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 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 �01 I I I " 11 K%7.1 to I I M I R&M I --I M 4-911H 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 ♦ the !;• 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; 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 emi of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and • ,• 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 thm 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 requircm by paragraphs (1) - (7), with the certificates of coverage to be provided to person • whom they are providing services. I 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-hisurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity.