HomeMy WebLinkAbout2014-054ORDINANCE NO. y 0 ,t.
AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A
CONTRACT FOR THE PURCHASE OF ELECTRIC UTILITY FAULT CIRCUIT INDICATORS
FOR THE CITY OF DENTON DISTRIBUTION CENTER; PROVIDING FOR THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP
5432-AWARDED TO TECHLINE, INC. IN THE THREE (3) YEAR NOT -TO -EXCEED
AMOUNT OF $360,000).
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
the purchase of electric utility fault circuit indicators 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 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.
RFP
NUMBER VENDOR AMOUNT
5432 Techline, Inc. $360,000
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 the RFP 5432 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 µ °' , 2014.
(f t
MARK 1L. 131 1 ROI7CMHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
RFP 5432.
A IN
1 1
(RFP
TIIIS CONTRACT is made and entered into this day of :[Y j2X:!tj A.D
2014, by and between Techline. Inc a corporation, whose address is 5401 Martin Street, Ft.
Worth, TX 76119, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS,
a home rule municipal corporation, hereinafter referred to as "City," to be effective upon
approval of the Denton City Council and subsequent execution of this Contract by the Denton
City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
Supplier shall provide products in accc
Electric Utility Fault Circuit Indicators, a copy
Agent and incorporated herein for all purposes.
and the following items which are attached 1
reference:
-dance with the City's RFP # 5432 Supply of
of which is on file at the office of Purchasing
The Contract consists of this written agreement
ereto, or on file, and incorporated herein by
(a) Special Terms and Conditions (Exhibit "A")
(b) City of Denton's RFP 5432 (on file at the office of the Purchasing Agent)
(c) Standard Terms and Conditions (Exhibit "B")
(d) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C")
(e) Supplier's Proposal. (Exhibit "D");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the
provisions of the Contract documents, the inconsistency or 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 5392
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
SUPPLIER
BY:
A (JITIORIZED S16NITURE
Date:
Name: )A
Title: -- LZd-e
PHONE NUMBER
FAX NUMBER
CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, C 11-Y SECRETARY BY:
GE0R(-,C-,'C. CAM P[3' -,I-, C1'(Y MANAGER
BY:(� Date:
0
&104 1 V,"V an wo] OM 1 vff.'-4 0 to]
Em
BY:
Exhibit A
Special Terms and Conditions
The Quantities indicated on Exhibit D are estimates based upon the best available information.
The City reserves the right to increase or decrease the quantities to meet its actual needs without
any adjustments in the price. Individual purchase orders will be issued on an as needed basis.
Product Changes During Contract Term
The supplier shall not change specifications during the contract term without prior approval.
Any deviation in the specifications or change in the product must be approved in advance by the
City of Denton. Notice of a change shall be submitted in writing to
dentonpurchasing(2a cityofdenton.com, with the above file number in the subject line, for review.
Products found to have changed specifications without notification, and acceptance, will be
returned at the supplier's expense. Products that have been installed will be replaced at the
supplier's expense.
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.
Contract Terms
The contract term will be one (1) year, effective from date of award. The City and the Supplier
shall have the option to renew this contract for an additional two (2) one-year periods.
The contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, from the date of award by City Council, unless either party
notifies the other prior to the scheduled renewal date. 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.
Price Escalation and De-escalation
Prices quoted for the commodities must be firm for a period of one year from date of contract
award. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau
of Labor Statistics, Producer Price Index (PPI)* for other electrical equipment manufacturing
(PCU33593359). The price will be increased or decreased based upon the annual percentage
change in the PPI. The maximum escalation will not exceed +/- 8% for any individual year. The
escalation will be determined annually at the renewal date. Should the PPI change exceed a
minimum threshold value of +/-I%, then the stated eligible bid prices shall be adjusted in
accordance with the PPI change not to exceed the 8% limit per year. The supplier should
provide documentation as percentage of each cost associated with the unit prices quoted for
Producer Price Index/PPI is defined by the U.S. Department of Labor:
The Producer Price Index (PPI) is a family of indexes that measures the average change over time in
selling prices received by domestic producers of goods and services. PPI measures price change from the
perspective of the seller. This contrasts with other measures, such as the Consumer Price Index (CPI),
that measure price change from the purchaser's perspective. Sellers' and purchasers' prices may differ
due to government subsidies, sales and excise taxes, and distribution costs.
RFP 5392
consideration.
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must
also provide supporting documentation as justification for the request.
Upon receipt of such request, the City reserves the right to either: accept the escalation as
competitive with the general market price at the time, and become effective upon the renewal
date of the contract award 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 e-mail to: purchasing_na .,cityofdenton.com
Or mail to: Or call:
City of Denton City of Denton Purchasing
Attn: Purchasing Manager (940) 349-7100
RFP 4 5432
901B Texas Street
Denton, Texas 76209
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
Total Contract Amount
The contract total shall not exceed $360,000. Pricing shall be per Exhibit D attached.
Delivery Lead Time
Product shall be delivered to the City per the days noted in Exhibit D after receipt of the order.
Cooperative Purchasing/ Piggyback Option
Supplier has taken exception to the original RFP terms regarding Cooperative
Purchasing/Piggyback option. Supplier will only allow other governmental entities to purchase
material on RFP 5432 if:
a) the governmental entity is located with Techline-Fort Worth's authorized sales area
b) all terms (price, lead time, payment, minimum order quantities, minimum order
amount) must be met.
Liquidated Damages
Liquidated damages shall not exceed 3% of the total contract value.
RFP 5392
Exhibit B
City of Denton
Standard • Terms and C1n1i1i1-1
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
• to as the Sumlier. An_�,i deviations must • in wdting and signed • a reyresentative of the City.'a
Procurement Department and the Supplier. No Terms and Conditions contained in the Supplier's Proposal
r• Invoice • Statement shall serve to •# the terms set forth herein. If there is a conflict
between the provisions • the face • the • Order these written provisions will take
precedence.
By submitting an Offer in response to the Solicitation, the Supplier 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 ,r• • to a
Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply • to a Solicitation to
• Services to be performed principally at the City's • • on public •
1. SUPPLIER'S OBLIGATIONS. The Supplier shall fully and timely provide all deliverables described in the
s, and conditions of the Contract
and all applicable Federal, State, and local laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of
the date the contract is signed by the City, and shall continue in effect until all obligations are performed in
accordance with the Contract.
3. SUPPLIER TO PACKAGE DELIVERABLE& The Supplier 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 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
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 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
delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer,
the Supplier's price shall be deemed to include all delivery and transportation charges. The City shall have the right
to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that
set forth the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but
not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to
reject defective or non -conforming deliverables. If the City has the right to inspect the 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 furnished, without additional charge, all reasonable facilities and assistance to
the City to facilitate such inspection.
RFP 5392
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply
with all provisions of the Contract as to time of delivery, quality, and quantity. Any non -complying tender shall
constitute a breach and the 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.
9. PLACE AND CONDITION OF WORK: The City shall provide the Supplier access to the sites where the
Supplier is to perform the services as required in order for the Supplier to perform the services in a timely and
efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Supplier
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 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. WORKFORCE
A. The Supplier shall employ only orderly and competent workers, skilled in the performance of the services which
they will perform under the Contract.
B. The Supplier, its employees, subcontractors, and subcontractor's employees may not while engaged in
participating or responding to a solicitation or while in the course and scope of delivering goods or services under a
City of Denton contract or on the City's property .
i. use or possess a 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 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 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 Supplier 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 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.
Environmental Protection: The supplier 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 et seq.).
12. INVOICES:
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.
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 Supplier'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 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 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 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:
j. delivery of defective or non -conforming deliverables by the Supplier;
H. 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 any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City
may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer
of funds. The 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
Appropriated or available and any deliverables delivered but unpaid shall be returned to the Supplier. The City shall
provide the Supplier 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 them expenses in connection with the Contract shall be paid
by the Supplier, unless otherwise stated in the contract terms.
FEB= U,
A. If a DBE/MBE/WBE Program Plan is agreed to and the Supplier has identified Subcontractors, the Supplier is
required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Manager no later than the
15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld
if the 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 Supplier'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 Supplier 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 Supplier for the purpose of filling this order, such
s�vzcial t+#ling-��.Yuiy-ment ani any prtzess shcets relatei therct* shall �,cc+me the yr*�Fzrty *f the City ?.n4 s�all �,e
identified by the Supplier as such.
17.".'IGAT TO A 111DIT:
A. The CitV shall have the right to audit and make coyies of the books record-, and comy y_ertainin"-L_tb_e, Contract. The Supplier shall retain such books, records, documents and other evidence pertaining to the Contract
period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case
records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other
evidence shall be available within ten f I O�, business daps of written re,,ituest, Further the Su lier shall also r
all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence
pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be
made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless
the audit reveals an overpayment of I% or greater. If an overpayment of I% or greater occurs, the reasonable cost
of the audit, including any travel costs, must be borne by the Supplier which must be payable within five (5)
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 shall
constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records",
"documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if
such drafts or electronic files are subsequently used to generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. If the Supplier identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Supplier shall comply with all
requirements approved by the City. The Supplier shall not initially employ any Subcontractor except as provided in
i h 11 t b titute ani Subc ntractor identifi nless the substitute
WIN OWN. .1.1. I. a
Fall, 101 11
iges OF OLFICTWISC, LO Me Suppler In
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
with the City being a named insured as its interest shall app_�,a�.- and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Supplier is
required to indemnify the City.
RFP 5392
of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it
create any obligation on the part of the City to pay or to see to the payment of any moneys due any such
Subcontractor except as may otherwise be required by law.
D. The 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:
A. The Supplier warrants the prices quoted in the Offer are no higher than the Supplier's current prices on orders by
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,
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
otherwise recover, any amounts paid for items in excess of the Supplier's current prices on orders by others for like
deliverables under similar terms of purchase.
20. WARRANTY — TITLE: The Supplier 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 Supplier shall indemnify and hold the City harmless from and against all adverse title claims to
t'se deliverables.
21. WARRANTY — DELIVERABLES: 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 furnished 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 industr codes and standards. Unless otherwise stated in the Solicitation, the deliverables
shall be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The 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
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 borne 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.
D. If the Su(qvlier is unable or unwilling to reXdLam�Alace defective or non -conforming deliverables as revjure),
the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may �e_
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,
Q X_HQVjF 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:TheBupp\ier warrants and represents that all services mbe provided the City
under the Contract will be fully and timely por/bnoe6 in o good and workmanlike manner in uoomdunoe with
generally accepted industry standards and practices, the teona, conditions, and uuvenmux of the Contract, and all
applicable Federal, State and local laws, rules nrregulations.
A. The Supplier may not limit, exclude ordisclaim the foregoing warranty o,any warranty implied by |avv, and any
attempt todoxvshall bowithout /oruoo,effect.
1111111119091%
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance
Date. If during the warranty period, one or more of the above warranties are breached, the Supplier 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 Supplier. The City shall endeavor t*-
give the Supplier 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.
the City, then in addition to any other available remedy, the City may reduce the amount of services it may be
md
rocurc
such services from another source.
1 L A 4
immediate correction or removal and replacement of defective or non -conforming deliverables, the City prefers to
accept 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-conf'orming 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
*flqlj,*, a]_ay �_ such
amount will be refunded to the City by the Supplier.
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
4:r
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
performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the Unit"
States or (d) makes a material misrepresentation in Supplier's Offer, or in any report or deliverable required to be
c,ubmitted by the Supplier to the City.
r asonable attorneys' fees, court costs, and prejudgment and post -judgment interest at the maximum lawful rate.
Additionally, in the event of a default by the Supplier, the City may remove the Supplier from the City's vendor list
for three (3) years and any Offer submitted by the Supplier may be disqualified for up to three (3) years. All rights
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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.
PAMM
RFP 5392
may result in legal action.
30. DELAYS:
in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the
Supplier shall negotiate an equitable adjustment for costs incurred by the Supplier in the Contract price and execute
an amendment to the Contract. The Supplier 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
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,
whil he extent such default or delay is caused by acts of God. fire, riots- civil commotion labor disru!)tions-
sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default
*r iclay—hi-t-tntract peyfirmance twe t* tny #f the ftrcgting cay.,ses, then the time f+r c+m�leti#,;i *f tXe services wUL
be extended; provided, however, in such an event, a conference will be held within three (3) business days to
'll r bl eriod of time reasonabl necessar to overcome the effect of such failure to erfon-n.
a 4 #
subcontractors commencing work on the project.
v. The Supplier's and all subcontractors' insurance coverage shall be written by companies licensed to
business in the State l
of Texas at the time the policies are issued and shall be written by compani es w
A-'-,,,'--ffi;s-1-ratings of A- VII or better. The Cityi will acceyt workers' com ensation coverage written bi,, t
Texas Workers' Compensation Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of cancellati
nr4L _Lh and the followil
information: 0
City of Denton
901 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
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 Supplier.
xi. The Supplier shall not cause any insurance to be canceled nor permit any insurance to lapse during the
term of the Contract or as required in the Contract.
xii. The Supplier shall be responsible for prerniums, 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.
It. 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
't Ht. I* erform tiereirt
# 06
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
first class mail, telefax, or other commercially accepted means. Notices to the Supplier shall be sent to the address
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
Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the
Supplier to the City shall become property of the City upon receipt. Any portions of such material claimed by the
Supplier to be proprietary must be clearly marked as such. Determination of the public nature of the material is
subject to the Texas Public Information Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The 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
deliverables supplied by the Supplier 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 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) arising out of or resulting from: (i)
any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if
applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party;
or (ii) the Supplier's breach of any of Supplier's representations or warranties stated in this Contract. In the event of
any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to
act as co -counsel on the City's behalf. Further, Supplier agrees that the City's specifications regarding the
deliverables shall in no way diminish Supplier'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
Supplier.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Supplier 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"). Supplier 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 Supplier (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 Supplier promptly
notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate
protective order. The Supplier agrees to use protective measures no less stringent than the Supplier 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.
36. 01TAER8AJV-A41VW1[SE 111F DELITE-17-109ME77he 'ty s a own a I rights, ti les, and interests t roug ou
the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Supplier agrees to disclose such
patentable subject matter to the City. Further, if requested by the City, the Supplier agrees to assign and, if
W Ww ji fie inventions under such
64
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I&V 111i III 'I
by the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Supplier agrees that upon their
creation, such deliverables shall be considered as work made -for -hire by the Supplier for the City and the City shall
own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the
City's sole orjoint ownership of any such deliverables arising by virtue of the City's sole orjoint authorship of such
deliverables. Should by operation of law, such deliverables not be considered works made -for -hire, the Supplier
hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to
wlgsumvp�4igii, Vn4 'ifing�_'if* interest in and to such
deliverables. With respect to such work made -for -hire, the Supplier agrees to execute, acknowledge, and deliver and
cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work -
made -for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such
teliverables to the City or at such other time as the City may request.
RFP 5392
C. Additional Assignments. The Supplier 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 worl'i
interest in and to the deliverables. The Supplier's obligations to execute, acknowledge, and deliver (or cause to-t-Y4
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 Supplier 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 Supplier 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 Supplier 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 _venci es
maintained by the Supplier 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 deduci
from any amounts owed to the Supplier, or otherwise recover, the full amount of such commission, percentage,
brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Supplier, cancel the Contract without liability if it is
determined by the City that gratuities were offered or given by the Supplier or any agent or representative of the
Supplier to any officer or employee of the City of Denton with a view toward securing the Contract or securing
f2vorohle. t i I•
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SHU11 VC 1,11LILICU, III UCLIL14,11 LIV d[Ij VLIICF HVILS UfM I-Cl WFOI I CNPAi-ev'VI V
by the Supplier in providing such gratuities.
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City. The Supplier shall complete and submit the City's Conflict of Interest Questionnaire (Attachment G.
44. INDEPENDENT SUPPLIER: The Contract shall not be construed as creating an employer/employee
r4a IL&40,T.�-r oint venture. The Suo-Jier's services shall be those of an inde endent supplier. The
Supplier 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
Lhe Supplier or any employee of the Supplier, and it is expressly understood that Supplier shall perform the services
�mmliun&i ik.TMkjtXrf
Texas, or his designee under this agreement.
RFP 5392
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 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
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.
MODIFICATIONS: The Contract can •- •! • amended • • a writing signed • •• • N*
�re-printed or similar terms on any the Supplier invoice, order or other document shall have any force or effect to
change the terms, • and conditions • the •
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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 • 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
However this section does not ?.rohibit 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
agreed by the parties. Each party shall include, at a minimum, one (I) 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 • waive the negotiation process, the
• may select, within thirty (30) calendar • a mediator trained in mediation skills to assist with resolution •
I the City and the Supp—lier agree to act in good faith in the selection of the
tion-,
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 interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation
of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution
Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from
the date of the first mediation session. The City and the 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
• them or otherwise assist them in the mediation.
Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm.
Code—C.hA*--tff J_. exctud6t-anA-LuLt-o"irinc*Lw�le that would refer to and ao,4-i 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 fi-om
any competent authority as contemplated herein.
. 1 .1 •
•
1110111"1 11,10 all W11
held to be void. The yarties further agree to reform the Contract to
• any stricken provision with a valid provision that comes as close as possible to the intent • the stricken
IN a
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.
New Year's Day (obsery
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgivi
Christmas Eve (observed)
Christmas Day (observed
New Year , s Day (observes
I
i a LCg;a?'. - 1 11 fC7pl
it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm,
Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not
within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized
designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on
the parties, including but not limited to the warranty, indemnity, and 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 Conti -act 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 Cifferor'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 otherwise subjected to discrimination under any activities resulting from
this Q.
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 funded requirements are applicable, in addition to the specific federally funded
requirements.
A. Definitions. As used in this paragraph —
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the 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
excluding profit. Cost of components does not include any costs associated with the manufacture of the end product.
iii. "Domestic end product" means-
(() An unrnanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined, produced, or
manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign
origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in
sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap
generated, collected, and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. l0a - 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.
The Suglier shall deliver onli domestic end Products exceit to the extent that it necified delivery of foreign end
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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. PREVAILING 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.
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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
[terformance of the Contract.
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the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing
with issuance of Formto common law employees. Supplier is responsible for both federal and State
7-.4 gunt-?ri ensure
Al f4i %r,?ui rem ents. The City of Denton shall not be liabl.;i
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
resulting from Supplier's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The supplier 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 SEQ) and maintain a drug-
fi,tt�#
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 supplier
AlvNin-r- fliereof. i-tcludo the final rule that may hereafter be
I
63. SUPPLIER LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Supplier shall be liable
for all damages to government -owned, ]eased, or occupied property and equipment caused by the Supplier and its
employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any
performance pursuant to the Contract. The Supplier 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 Supplier 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 Supplier will be excused from any further performance or observance of the
requirements so affected for as long as such circurnstances prevail and the Supplier continues to use commercially
reasonable efforts to recommence performance or observance whenever and to whatever extent possible without
delay. The Supplier shall immediately notify the City of Denton Procurement Manager by telephone (to be
c*nfirmed in writing witkiii five (5) caleziiar 4ays 6f the ince�ttiqA *f such *ccurreA,;e) znI ff.-scri�e qt 2 re?.s*nzw
level of detail the circumstances causing the non-performance or delay in performance.
16. 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 eithtT
1!;9jjpkmm-.nok% tapmji,?l 4rm;nNiM IT94FAIVf- *AAGIR-4"l _Lm,�t=wyx�eclu ,
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.
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is in any way 1111e. -
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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 period of four (4) years after the expiration of the Contract, or until the CPA or State
Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The
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 under the Contract.
EXHIBIT C
CITY OF DENTOR
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CONFLICT OF INTEREST QUESTIONNAIRE FORM CUC
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, OFFICF, 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 date 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 has a business relationship with local governmental entity.
0
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 79h business day after the
date the originally filed questionnaire becomes incomplete or inaccurate.)
Name of local government officer with whom filer has an employment or business relationship.
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 a sr—n ed by Section 176.00 In ), 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?
F-1 Yes No
B. Is the filer of the questionnaire receiving of likely to receive taxable income, other than investment income, from or at the direction of the
local government officer named in this section AND the taxable income is not received from the local governmental entity?
Yes C No
C. Is the fileclis questionnaire emplya 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
V-1
D. Describe each affiliation or business relationship.
Signature of person doing business with the governmental entity
Date
EXHIBIT D
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RFP 5432
EXAMIT D
CITY OF DENTON
XMVEIMMME
BUSINESS OVERVIEW QUESTIONNAIRE AND FORMI
1. ContractorName: -rec��,m' ly"t.
2. Address (Principal Place of Business): 5" � t&6v\ Si. li- \�J6441N - T". -1611 1
3. Does your company have an established physical presence in the State of Texas, or the City of
Denton? '(q- _S
4. Tax Payer ID#: ) - -74 - 2AS02,41 - 2-
5. Email Address of Primary contact: V\C"V"
6. Website Address: h44,p-.
7. Telephone: 1-11-641-474100
8. Fax: .9 1-1- 5 (.1 ofel O-L
9. Other Locations: NNS'fl` - 311�-T1aJ ka0 K4- vbt1L 1J., go0c. Nf, -) P*MvJA"VA. Lk
10. Organization Class:
Partnership
Individual
Corporation
Association
11. Date Established: 1 *1 S-7
13. Date of Dissolution: t-i rA
14. Subsidiary of: t'j
15. Historically Underutilized Business: Yes or
%� 50toeo'
16. Principals and Officers: lklc- V.OVI` C'�O Gqtz S441tv"'%
&*J- SW'tkqq.. coo
Please detail responsibilities with the riame 4each piliicij�,sal or ol'ficcr,
Atas7kov%, ,
17. Key Personnel and Responsibilities:
It's 0\c- -1Iif1k VY14A
-J 3m, I" I �A OV--
Please detail responsibilities with the name of each kcy persoimel,
RFP 5432
EXHIBIT D
CITY OF DENTON
REP O. ELECTRIC-UTILITY-1E 1' 1 , ! 1� I - ;. I I
1� I -�TDICKFORS
Discipline I I() Number of Staff # Licensed or Certified
19. Services Provided by Contractor: Nof Ar�
a. Please provide a deit`a�iledlisfing ofall services that your compaIiy provides.
b. Please detail your prior experience working on similar projects with Texas governmental
entities.
c. Please detail your similar services provided over the past two (2) years.
d. Detail docuniented proof of at least three (3) projects in the past two (2) years.
e. Please detail these services, including, the nature of the services provided, the scope of the
activities, the organizations for which the services were provided, the dates of the projects,
and the documented benefit to the governmental entity,
20. 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. N/N
2 1. Please provide at least (3) three references (preferably municipalities) and contract
arnounts. Include project description, contact names, position, and organization name and
telephone number for each reference listed. See attachment F.
22. 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. NIP,
23. Have you ever had a contract terminated by the Owner? If so, where and why? Give name
and telephone number (s) of Owner (s). ,j /)\
24. 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?
littp://www.osha.P-ov/Dls/oowasrch.search form'?
level=].&p keyvaluc�1926
MUM F PJ rel 9 HIS J, F3 6fiWA
RFP 5432
EXHIBIT D
CITY OF DENTON
_.6kFP FOR ELECTRIC UTILITY FAULT CIRCUIT INDICATORS
25. Resident/Non-Resident Bidder Determination:
Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities
and other governmental units ftom awarding contracts to a non-resident firm unless the
amount of such a bid is lower than the lowest bid by a Texas resident by the amount the
Texas resident would be required to underbid in the non-resident bidders' state. In order to
make this determination, please provide the name, address and phone number of.
a. Proposing firms principle place of business:
b. Company's majority owner principle place of business:
N,xs;fl Y\ . -bz
c. Ultimate Parent Company's principle place of business:
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RFP 6432
EXHIBIT D
CITY OF DENTON
VFP FOR ELECTRIC UTILITY FAULT CIRCUIT INDICATORS
Any exceptions taken to this RFP must be listed on the lines below. If there are no exceptions, please sign where
indicated at the bottom of the page.
Item # Description
Signature
Company
�A ke-,ic-
Coinpany
Date
VDate
--" -
RFP 5432
EXABIT D
CITY OF DENTON
RFP FOR ELECTRIC UTILITY FAULT CIRCUIT INDICATORS
m A, Dial XZJ OIL"
Please list three (3) Government references, other 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.
I.
9 D) 01 D1 ZiW14i
GOVERNMENT/COMPANY NAMIw:
LOCATION: C-J(AArAVJ
CONTACT PERSON AND TITLE: Hsi Lwn
TELEPHONE NLJMBFR:
. .......... — — ------ - - ----
SCOPE OF WORK:
CONTRACT PERIOD:
GOVERNMENT/COMPANY NAME: Al 1, . . ..... . ... ......... .. .
LOCATION: Nl�e_ 1dqA . ....... --- . .. . . ....................... . . . . . . . . . .. .
CONTACT PERSON AND TITLE:
TELEPHONE NUMBER: . . ... ............ - . ... .. .. ........
SCOPE OF WORK: - - - - - -- . ............ ........
CONTRACT PERIOD: ------
REFERENCE THREE
GOVERNMENT/COMPANY NAME:
LOCATION:
CONTACT PERSON AND ITH�:
TELEPHONE NUMBER: 9o?. - wn -
SCOPE OF WORK;
CONTRACT PERIOD:
PAGE 46 OF RFP # 5432
RFP 5432
Wdary-WWWWWWW"111110110
nd /or services complij
with Texas Local Government Code 252.0215, 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, Historically 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.
ISO
assistance with f roposal Forms, and runner explanaTioll or owpifll 9,
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
(512) 463-5872 or (888) 863-5881 or htt p: /INvNN1 w . �,Ndjidow. state.tx,._� �ls/,roc �tjrenlgji blijijw�/ 1i ub/
(VP' of pour certification to
return with the submission. If your company is not already certified, and could be considered as meeting
certification requirements, please use the web link to obtain such. If you are submitting a response and
plan to utilize DBE's, then use the form below to identify the business and include the business HUB
certification.
COMPANY NAME:_
REPRESENTATIVE:
ADDRESS:
CITY, STATE, ZIP:
TELEPHONE NO.
Indicate all that apply:
F1,11W
Women -Owned Business Enterprise
.Disadvantaged Business Enterprise
CITY OPIDJENTON
ZQZ"o IZARO%
I I Me 1,
Lei V IVAIJ ON a D1 g 0 Eli 0
THIS CONTRACT is made and entered into this day of _ A.D., 2012, by and
between a corporation, whose address
is hereinafter referred to as "Supplier," and the CITY OF
DENTON, TEXAS., a home rule munici(oal coriworation, hereinafter referred to as "CitrA," 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:
Supplier shall provide products or services in accordance with the Supplier's proposal in
cesponse thereto, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit
I'D". The Contract consists of this written agreement and the following items which are attached hereto
7.nd incorporated herein by reference:
(a) Request for Proposal (RFP 4 __)
(b) City of Denton Standard Terms and Conditions (Exhibit "A")
(c) Special Terms and Conditions (Exhibit "B")
(d) Form CIQ — Conflict of Interest Questionnaire (Exhibit "CIO).
(e) Supplier's Proposal. (Exhibit
These documents make up the Contract documents and what is called for by one shall be as
binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the
Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the
written agreement then to the contract documents in the order in which they are listed above. These
documents shall be referred to collectively as "Contract Documents."
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LLO,�Mjm� OL",� a -A pnm.
RFP 5432
EXHIBIT D
CITY OF DENTON
RFP FOR ELECTRIC UTILITY FAULT CIRCUIT INDICATORS
An-k9l"WRk
ACKNOWLEDG'EMEN'l'
WOIQMKWIJ! •
The undersigned agrees this RFP becomes the property of the City of Denton after the official opening.
The undersigned affirms he has familiarized himself with the local conditions under which the work is to be
performed; satisfied himself of the conditions of delivery, handling and storage of equipment and all other matters
that may be incidental to the work, before submitting a proposal.
The undersigned agrees, if this proposal is accepted, to furnish any and all items/services upon which prices are
offered, at the price(s) and upon the terms and conditions contained in the Specifications. The period for acceptance
of this Proposal will be ninety (90) calendar days unless a different period is noted.
The undersigned affirms that they are duly authorized to execute this contract, that this RFP has not been prepared in
collusion with any other Bidder, nor any employee of the City of Denton, and that the contents of this RFP have not
been communicated to any other proposer or to any employee of the City of Denton prior to the official opening of
this bid.
Respondent hereby assigns to the City any and all clairns for overcharges associated with this contract which arise
under the antitrust laws of the United States, 15 USCA Section I et sea., and which arise under the antitrust laws of
the State of Texas, Tex. Bus. & Coin, Code, Section 15.01, q-se A.
The undersigned affirms that they have read and do understand the specifications and any attachments contained in
this RFP package.
The undersigned agrees that the RFP posted on the website are the official specifications and shall not alter the
electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes.
The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at:
litLp://wNvw.cjtyof'denton.coin/iiidex.,IVx2p to ensure they have downloaded and signed all addendum(s)
required for submission with their proposal.
Should a conflict arise between the PO, supplier terms, or contract; the terms and conditions set forth in this RFP
shall prevail.
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 my proposal to be
rejected.
NAME AND ADDRESS OF COMPANY:
SLMI NIwA e, 5L ... . .. . ... .. .. ............. .. . .... ....
TeI.No.
Email.
F92-TOTA M �. ■-' �
AUTHORIZED 10TZ111 :SENTATIVV:
Signature A �"L
Date 6+k
Name
Title
Fax No. -91-7 -,,94 1 -