2012-137ORDINANCE NO. 2� 12-13 7
AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR,
AUTHORIZING, AND APPROVING THE EXPENDITURE OF FUNDS FOR THE
PURCHASE OF NEPTUNE WATER METERS FROM HD SUPPLY WATERWORKS,
LTD, INC., WHICH ARE AVAILABLE FROM ONLY ONE SOURCE AND 1N
ACCORDANCE WITH THE PERTINENT PROVISIONS OF CHAPTER 252.022 OF
THE TEXAS LOCAL GOVERNMENT CODE SUCH PURCHASES ARE EXEMPT
FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING
AN EFFECTIVE DATE (FILE 4857-PURCHASE OF NEPTUNE WATER METERS
FOR THE CITY OF DENTON IN THE FOUR YEAR ESTIMATED AMOUNT OF
$105,000).
WHEREAS, Section 252.022 of the Local Government Code provides that
procurement of items that are only available from one source, including; items that are
only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility
purchases; captive replacement parts or components for equipment; and library materials
for a public library that are available only from the persons holding exclusive distribution
rights to the materials; and need not be submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items
mentioned in the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as
described in the "File" listed hereon, and on file in the office of the Purchasing Agent, are
hereby approved:
FILE
NUMBER VENDOR AMOUNT
4857 HD Supply Waterworks, LTD Exhibit A
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including,
items that are only available from one source because of patents, copyrights, secret
processes or natural monopolies; films, manuscripts or books; electricity, gas, water and
other utility purchases; captive replacement parts or components for equipment; and
library materials for a public library that are available only from the persons holding
exclusive distribution rights to the materials; and need not be submitted to competitive
bids.
SECTION 3. The acceptance and approval of the above items shall not
constitute a contract between the City and the person submitting the quotation for such
items until such person shall comply with all requirements specified by the Purchasing
Department.
SECTION 4. The City Manager is hereby authorized to execute any contracts
relating to the items specified in Section 1 and the expenditure of funds pursuant to said
contracts is hereby authorized.
SECTION 5. The City Council of the City of Denton, Texas hereby expressly
delegates the authority to talce any actions that may be required or permitted to be
performed by the City of Denton under File 4857 to the City Manager of the City of
Denton, Texas, or his designee.
SECTION 6. This ordinance shall become effective immediately upon its
passage and approval.
e
PASSED AND APPROVED this the � day of , 2012.
MARK A. URROUG , MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
_f
BY:
4-ORD-Fi 857
LI7Y OF DENfON
WATER AND SEWER INVENTORY
Exhibit A
'Prices shall be bid F.0.6. Denton
"Unit prlcing quoted. No quantities given attime of 4id.
"`Shaded area added per request.
i� 1
Ih ��
PAGE 2 OF BID if4323
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND
HD SUPPLY WATERWORKS, LTD (FILE 4857)
THIS CONTRACT is made and entered into this � day of A.D., 2012,
by and between HD SUPPLY WATERWORKS, LTD a corporation, w ose address is 4333
Irvin� Blvd, Da11as TX 75247, hereinafter referred to as "Supplier," and the CITY OF
DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be
effective upon approval of the Denton City Council and subsequent execution of this Contract by
the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products in accordance with the Supplier's proposal in response
thereto, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit
"D" . The Contract consists of this written agreement and the following items which are attached
hereto and incorporated herein by reference:
(a) City of Denton Standard Terms and Conditions (Exhibit "A")
(b) Special Terms and Conditions (Exhibit "B")
(c) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C").
(d) 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."
Pagelofl9
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
APPROVED AS TO LEGAL FORM
ANITA BURGESS, CITY ATTORNEY
BY: `l�
DATE: � �
SUPPLIER /
BY: I .
IGNATURE
Date: �-a`�'� a'
Name: Larr� T. Brock
Title: Branch Mana�er
4333 Irvin� Blvd. Dallas Texas 75247
MAILING ADDRESS
214-631-9410
PHONE NUMBER
214-905-0768
FAX NUMBER
�.qtZ�y T. F2vc.K
PRINTED NAME
CITY OF D NTON
BY: ��
CITY MANAGER
DATE: �' I�9 I��
Page2of19
Exhibit A
City of Denton
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other
requirements included in the City of Denton's solicitation are applicable to Contracts/Purchase Orders
issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after
referred to as the Bidder, Contractoc or Supplier. Any deviations must be in writing and signed by a
representative of the City's Procurement Depai�tment and the Supplier. No Terms and Conditions
contained in the Sellers Proposal response, Invoice or Statement shall seive to modify the terms set fot�th
herein. If there is a conflict between the provisions on the face of the Contract/Purchase Order these
written provisions will take precedence.
By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be
governed by the following tetrns 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 Seivices to be performed principally at the City's premises or on public rights-of-way.
1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in
the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the
Contract and all applicable Federal, State, and local laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of
the date the contract is signed by the City, and shall continue in effect until all obligations are performed in
accordance with the Contract,
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Conh•actor 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 Specifcations or Supplemental Terms and Conditions, each shipping
container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's
name, address and purchase order or purchase release number and the price agreement number if applicable, (c)
Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing
the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest
transportation costs and to conform to all the requirements of common carriers and any applicable specification. The
City's count or weight shall be iinal and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBIT�D: The Conh•actor 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 Tenns and Conditions. Unless otherwise stated in the Offer,
the Contractor's price shall be deemed to include all delivery and n•ansportation 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 IIVSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but
not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to
reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor's, or the
Conh•actor's Subconri•actor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's,
premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities
and assistance to the City to facilitate such inspection,
Page 3 of 19
8. NO REPLACEMENT OF DEFECTIVE TENDER; Every tender or delivery of deliverables must fully comply
with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall
constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the
time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then
make a conforming tender within the time allotted in the contract.
9. PLACE A1vD CONDITION OF WORK: The City shall provide the Contractor access to the sites where the
Contractor is to perform the services as reyuired in order for the Contractor to perform the services in a timely and
eff'icient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The
Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and
specifications, the location and essential characteristics of the work sites, the quality and quantity of materials,
equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which
could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby
releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the
actual site or service conditions differ fl•om expected conditions.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services
which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in
participating or responding to a solicitation or while in the course and scope of delivering goods or services under a
City of Denton contract or on the City's property .
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 beve►•ages, illegal drugs or controlled substances, nor may
such workers be intoxicated, or under the influence of alcohol or drugs, on the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or
disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or
was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from
Contract services, and may not employ such worker again on Contract services without the City's prior written
consent,
Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration
Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for
any individuals hired on or after November 6, 1986, who will perform any labor or services under the Cont►•act and
the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30,
1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The
Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state,
and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the
services, including but not limited to those promulgated by the City and by the Occupational Safety and Health
Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Cont�•actor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines,
penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph.
Environmental Protectiou; The Respondent shall be in compliance with all applicable standards, orders, or
regulations issued pursuant to the mandates of the Clean Air Act (42 U,S.C. §7401 et seq.) and the Federal Water
Pollution Cont�•ol Act, as amended, (33 U.S.C. § 1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each pu►•chase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a sepacate
invoice �nust 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
Page 4 of 19
charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when
applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax
identification number on the invoice must exactly match the information in the Vendor's registration with the City,
Unless otherwise instructed in writing, the City may rely on the remittance address speciiied on the Contractol•'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. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount.
The City will furnish a tax exemption certiftcate 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 Contractor will be paid for the partial
shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account o£
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is required to
provide, are filed or reasonable evidence indicating probable iiling of such claims;
iii, failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv, damage to the property of the City or the City's agents, employees or contractors, which is not
covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor's obligations will not be completed within the time
specified in the Contract, and that the unpaid balance would not be adequate to cover actual or
liyuidated damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all required
attachments and supporting
documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton far delinquent taxes, the City
may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer
of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for
payments made by credit card or electronic funds h•ansfer.
G. The awarding or continuation of this conh•act 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. The City shall provide the Contractor written notice of the failure of the City to make
an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any
Appropriation to an amount insufficient to permit the City to pay its obligations under the Conn•act. In the event of
none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. City is
responsible for payment of goods delivered and accepted.
14. TRAVEL EXPENSES: NOT APPLICABLE
15. FINAL PAYMENT AND CLOSE-OUT:
A. A, The making and acceptance of iinal payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously
asserted in writing and not yet settled, (2) arising fi•om defective work appearing after final inspection, (3) arising
Page 5 of 19
from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising
from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and
warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor
against the City other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special
tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such
special tooling equipment and any process sheets related thereto shall become the property of the City and shall be
identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the
Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract
period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case
records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other
evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also
require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other
evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records
will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City
unless the audit reveals an overpayment of 1% or greater, If an overpayment of 1% or greater occurs, the reasonable
cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5)
business days of receipt of an invoice.
B. Failure to camply 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 thereo£ 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 clectronic files are subsequently used to generate or prepare a imal printed document.
18. SUBCONTRACTORS:
A. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the
Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the
provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior
written consent of the City and the Contractor. The City may requn•e, as a condition to such further subcontracting,
that the Subcontractor post a payment bond in form, substance and amount acceptable to the City;
iii, require Subcontractors to submit all invoices and applications for payments, including any claims for
additional payments, damages or otherwise, to the Contractor in suff'icient time to enable the Contractor to include
same with its invoice oi• application for payment to the City in accordance with the terms of the Contract;
iv. requn•e that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in
the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear;
and
v. require that the Subcontc•actor indemnify and hold the City harmless to the same extent as the Contractor
is required to indemnify the City.
B, The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the
Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the
benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor
shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such
Subconh•actor except as may otherwise be required by law,
C, The Contractor shall pay each Subcontractor its appropriate share of payments made to the Conh�actor not later
than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE;
A.
A. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation,
communication, or agreement for the puipose of resh�icting competition, as to any matter relating to such fees with
any other firm or with any competitor.
Page 6 of 19
B. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or
otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for
like deliverables under similar terms of purchase.
20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables
furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and
encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims
to the deliverables.
21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City
under the Contract shall be free from defects in design, worktnanship or manufacture, and conform in all material
respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the
Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws,
rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables
shall be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. Notwithstanding anything contained herein to the contrary, the manufacturer's warranty only shall apply to all
materials purchased by the City hereunder. The City acknowledges that supplier is a distributor of materials only,
and therefor offers no additional warranties. Supplier speciiically disclaims all other warranties, whether express or
implied, including the implied warranties of inerchantability and fiMess for a particular purpose.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of
acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty
period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand
either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming
deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or
replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the
Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30)
calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's
rights under this section.
D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required
by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may
be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other
sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the
City to procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty,
the Contractor shall transfer and assign such manufacturer's warranty to the City, If for any reason the
manufacturer's wan•anty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the
City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City.
22. WARRANTY — SERVICES: The Coniractor warrants and represents that all services to be provided the City
under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with
generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all
applicable Federal, State and local laws, rules or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any wan•anty implied by law, and
any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shalL be at least one year from the Acceptance
Date. If during the warranty period, one or more of the above wairanties are breached, the Contractor shall promptly
upon receipt of demand perform the services again in accordance with above standard at no additional cost to the
City, All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor
to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the
breach warranty, but failure to give timely notice shall not impair the City's rights under this section.
C. If the Conri•actor is unable or unwilling to perform its services in accordance with the above standard as required
by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be
required to purchase under the Conh•act from the Contractor, and purchase conforming services from other sources.
In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incui7ed by the City to
procure such services from another source.
Page 7 of 19
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring
immediate correction or removal and replacement of defective or non-conforming deliverables, the City prefers to
accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's
evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance
occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the
diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such
amount will be refunded to the City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other
pariy's intent to perform, demand may be made to the other parly for written assurance of the intent to perform. In
the event that no assurance is given within the time specified after demand is made, the demanding party may treat
this failure as an anticipatory repudiation of the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is
observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is
determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work
until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for
all costs incurred by the City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and
faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of
performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United
States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be
submitted by the Contractor to the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to
terminate the Contract for cause, by written notice effective ten (10) catendar days, unless otherwise specified, after
the date of such notice, unless the Conri•actor, within such ten (10) day period, cures such default, or provides
evidence su�cient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition
to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs,
losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of
cover, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful
rate. Additionally, in the event of a default by the Conn•actor, the City may remove the Contractor from the City's
vendor list for three (3) years and any Offer submitted by the Contractor may be disqualiiied for up to tlu•ee (3)
years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy
provided by law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in
part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of
termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if
any, specified in the notice of termination, The City shall pay the Contractor, to the extent of funds Appropriated or
otherwise legally available for such purposes, for all goods delivered and services performed and obligations
incu�red prior to the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Conn•actor on any Offer or in any report or deliverable required to be
submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and
may result in legal action.
30. DELAYS:
A. The City may delay scheduled deliveiy or other due dates by written notice to the Contractor if the City deems it
is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the
Contractor shall negotiate an equitable adjustment for costs incut�red by the Contractor in the Contract price and
execute an amendment to the Conh•act. The Contractor must assert its right to an adjustment within thirty (30)
calendar days from the date of receipt of the notice of delay, Failure to agree on any adjusted price shall be handled
under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the
Contractor from delaying the delivery as notified.
Page 8 of 19
B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if,
while and to the extent such default or delay is caused by acts of God, fire, riots, civil cominotion, labor disruptions,
sabotage, sovereign conduct, or any other cause beyond the reasonaUle coiitrol of such Party. In the event of default
or delay in contract performance due to any of the foregoing causes, theii the time for completion of the services will
be extended; provided, however, iii such an event, a conference will be held within three (3) business days to
establish a inutually agreeable period of tune reasonably necessary to overcoine the effect of such failure to perfonn.
31, TNDEMNITY: A. Definitions:
i. "Indemnified Claims" shall include any and all clanns, demands, suits, causes of action, judgments and
liability of every character, type or description, including all reasonable costs and expenses of litigation,
mediation or other alternate dispute resolution inechanism, including attomey and other professional fees
for: (1) damage to or loss of the property of any person (including, but not limited to the City, the
Conri-actor, their respective agents, officers, employees and subcontractors; the officers, agents, and
einployees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease,
worker's compensation, loss of services, or loss of incoine or wages to any person (including but not lunited
to the agents, officers and einployees of the City, the Contractor, the Contractor's subcontractors, and thu�d
parties), ii. "Fault" shall include the sale of defective or non-conforming deliverables, negligence, willful
misconduct or a breach of any legally unposed strict liability standard.
B. TAE CONTRACTOR SIIALL DEFEND (AT THE OPTION OF THE CITY), INDED�INIFY, AND HOLD THE CITl', Ti'S
SUCCESSORS� AS5IGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEB�YIFIEA CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT
OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORA4ANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE
DEEA4ED TO LIMIT THE RIGI�TS OF THE CITY OR THE CONTRACTOR (INCLUDING� BUT NOT LIlI4ITED TO� THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM.
32. INSURA.NCE: The following insurance requirements if applicable, in addition to the specific insurance
requu-einents detailed in Attachment A. The successful finn shall procure and maintain insurance of the types and in
the minunum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do
busuiess in the State of Texas and satisfactory to the City of Denton.
A. General Requirements.
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and ab eed to, as
submitted to the City and approved by the City within the procurement process, for the duration of the
Contract, including extension options and hold over periods, and during any warranty period,
ii. The Contractar shall provide Certificates of Insurance with the coverage's and endorsements requu•ed to
the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after
written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer
to disqualification from consideration for award. The Contractor must also forward a Certificate of
Insurance to the City whenever a previously identified policy period has expired, or an extension option or
hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not coirunence work until the required insurance is obtained and until such
insurance has been reviewed by the City, Approval of insurance by the City shall not relieve or decrease the
liability of the Contractor hereunder and shall not be construed to be a liinitation of liability on the part of
the Contractor.
iv. The Contractor inust submit certificates of insurance to the City for all subcontractors prior to the
subcontractors corrunencing work on the project.
v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do
business in the State of Texas at the tiine the policies are issued and shall be written by companies with
A.M. Best ratings of B+VII or better. The City will accept workers' compensation coverage written by the
Texas Worl<ers' Coinpensation Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation
endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following
information:
City of Denton
Materials Management Department
901B Texas Street
Page 9 of 19
Denton, Texas 76209
vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown
on any policy. It is intended that policies required in the Contract, covering both the City and the
Contractor, shall be considered primary coverage as applicable.
viii. If insurance p�licies are not written for amounts agreed to with the City, the Contractor shall carry
Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability
Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review
certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or
revision or modiiication of particular policy terms, conditions, limitations, or exclusions except where
policy provisions are established by law or regulations binding upon either of the parties hereto or the
underwriter on any such policies.
x. The City reserves the right to review the insurance requirements set forth during the effective period of
the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when
deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims
history of the industry or financial condition of the insurance company as well as the Contractor,
xi. Tha Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the
term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated
in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion
of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract.
xiv. The insurance coverage's speci�ed in within the solicitation and requirements are required minimums
and are not intended to limit the responsibility or liability of the Contractor.
B. Specific Coverage Reyuirements: Specifc insurance requirements are contained in the solicitation instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or
concems the Contract, or which could have a material adverse affect on the Contractor's ability to perform
thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of
notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit,
or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against
whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City
and to the Denton City Attorney, Personal delivety 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 Cei�tified or Registered Mail, Retuin Receipt Requested. Notices delivered
by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by
first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address
specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the
City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the
Purchasing Manager,
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the
Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the
Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is
subject to the Texas Public Information Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAIN5T INFRINGEMENTS: The Cont��actor represents and wai�rants to the
City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the
deliverables supplied by the Cont�•actor in accordance with the specifications in the Conh•act will not infringe,
directly or contributorily, any patent, trademark, copyright, tc•ade secret, or any other intellectual properiy right of
any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or
operation of the deliverables and the Contractor does not know of any valid basis for any such claims, The
Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability,
Page 10 of 19
damages, and costs (including court costs and reasonable fees of attorneys and other professionals) ac•ising 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 daliverables infi•inges the intellectual properiy rights of
any third parly; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this
Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage
its own separate counsel to act as co-counsel on the City's behalf. Further, Contractor agrees that the City's
specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this
paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will
not impact such warranties of Contractor.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Conh�actor may require access to certain
of the City's and/or its licensors' confidential information (including inventions, employee information, trade
secrets, confidential know-how, coniidential business information, and other information which the City or its
licensors consider confidential) (co(lectively, "Confidential Information"). Contractor acknowledges and agrees that
the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use,
disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its
licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will
maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge,
recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner
not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law
or an order of any court or other goveimmental authority with proper jurisdiction, provided the Conh•actor promptly
notifies the City before disclosing such information so as to petmit the City reasonable time to seek an appropriate
protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within
its own business to protect its own most valuable information, which protective measures shall under all
circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential
Information,
38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout
the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such
patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if
necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such
patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its
employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved
by the City, to the City upon request by the City,
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their
creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City
shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall
negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint
authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-
hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the
City hereunder to execute, acknowledge, and deliver an assignment to the City o fl all worldwide right, title, and
interest in and to such deliverables. With respect to such work made-for-hire, the Contractor agrees to execute,
acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute,
acknowledge, and deliver a work-made-for-hire agreement, in a form to be reasonably approved by the City, to the
City upon deliveiy of such deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to,
execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments
which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work
registration, h•ademark registration and/or protection, letters patent, or any similar rights in any and all counn•ies and
in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be
executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b.,
and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City
should not seek to obtain copyright protection, mask work registration or patent protection for any of the
deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential
Information under the terms of Paragraph 37 above.
Page 11 of 19
39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally
developed material unless otherwise specifically provided in the Contract. When material not originally developed is
included in a report in any form, the source shall be identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that
the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEE5: The Coniractor warrants that no person or selling agency has been employed or
retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage,
brokerage, or contingent fee, excepting bona iide employees of bona fide established commercial or selling agencies
maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City
shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct
from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage,
brokerage or contingent fee.
42, GRATUITIE5; The City may, by written notice to the Contractor, cancel the Contract without liability if it is
determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the
Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing
favorable treatment with respect to the awarding or amending or the making of any determinations with respect to
the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City
shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred
by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent
consultant, or elected official of the City who is involved in the development, evaluation, or decision-making
process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract
resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any
officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by
the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire (Attachment B).
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee
relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor.
The Contractor agrees and understands that the Contract does not grant any rights or privileges established for
employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or
sick leave benefits, worker's compensarion, or any other City employee benefit, The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform
the services hereunder according to the attached specifications at the general direction of the City Manager of the City of
Denton, Texas, or his designee under this agreement.
45. ASSIGNMENT-DELEGATION: The Conh�act shall be binding upon and ensure to the benefit of the City and
the Conh�actor and their respective successors and assigns, provided however, that no right or interest in the Contract
shall be assigned and no obligation shall be delegated by the Conn•actor without the prior written consent of the
City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this
pacagraph. The Contract is not intended to confer rights or benefits on any person, fu•m or entity not a party hereto; it
being the intention of the parties that there are no third pariy beneficiaries to the Contract.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a
waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in
writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of
default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations
under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of
a similar or different character.
47. MODIFICATIONS: The Contract can be modifed or amended only by a writing signed by both parties. No
pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to
Page 12 of 19
change the terms, covenants, and conditions of the Contract.
48. INTERPRETATIOIV: The Contract is intended by the parties as a final, complete and exclusive statement of
the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the
trade shall be ralevant to supplement or explain any term used in the Contract. Although the Contract may have been
substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair
to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall
control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to
prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a
statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between
representatives of each parly within fourteen (14) calendar days after receipt of the request or such later period as
agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making
authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to
negotiate a resolution of the dispute, If, within thirty (30) calendar days a$er such meeting, the parties have not
succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below.
Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed
directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the
parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of
the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of
the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract
prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a
contract 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 thu�ly (30) calendar days from
the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the
parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to
represent them or otherwise assist them in the mediation.
50. JiJRISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of
Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm.
Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or
jurisdiction. Al( issues arising fi�om this Contract shall be resolved in the courts of Denton County, Texas and the
parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from
any competent authority as contemplated herein,
51. INVALIDITY; The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way
affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be
deemed severed from the Contract and the balance of the Contract shall be conshued and enforced as if the Contract
did not contain the particular portion or provision held to be void, The pa��ties further agree to reform the Contract to
replace any stricken provision with a valid provision that comes as close as possible to the intent of the sh•icken
provision. The provisions of this section shall not prevent this entire Contract from being void should a provision
which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City
New Year's Day (observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Da
Page 13 of 19
Day After Thanksgiving
Clu•istmas Eve (observed)
Christmas Day (observed)
New Year's Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday,
it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm,
Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not
within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized
designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on
the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall
survive the expiration or termination of the Contract,
54. NON-SUSPEI�TSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or tnaking prime or sub-awards to parties that are suspended
or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By
accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or
debarred from doing business with the Federal Government, as indicated by the General Services Administration
List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City
of Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory
employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or
national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from
this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT-SUPPLIES
NOT APPLICABLE
i
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 requu•es an awarded coniractor or supplier to be licensed by
the State of Texas, any and atl fees and taxes are the responsibility of the respondent.
59. PREVAILING WAGE RATES: NOT APPLICABLE
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The cont�•actor or supplier shall
comply with all State, Federal, and Local laws and requirements, The Respondent must comply with all applicable
laws at all times, including, without limitation, the following; (i) §36.02 of the Texas Penal Code, which prohibits
bribery; {ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public
servants. The Respondent shall give all notices and comply with all laws and regulations applicable to futnishing
and performance of the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent is responsible for both federal and State
unemployment insurance coverage and standard Worker's Compensation insw•ance coverage. Respondent shall
ensure compliance with all federal and State tax laws and withholding requirements, The City of Denton shall not be
liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or
Page 14 of 19
State withholding requirements. Conri•actor shall indemnify the City of Denton and shall pay all costs, penalties, or
losses resulting from Respondent's omission or breach of this Section,
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the D►•ug-Free
Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-
free work environment; and the final rule, government-wide requirements for drug-&ee work place (grants), issued
by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to
implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor
shall comply with the relevant provisions thereof, including any amendments to the iinal rule that may hereafter be
issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERI�TMENT PROPERTY: The Respondent shall be
liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent
and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection
with any performance pursuant to the Contract, The Respondent shall notify the City of Denton Procurement
Manager in writing of any such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for
performance under the Contract should it be prevented from performance by an act of war, order of legal authority,
act of God, or other unavoidable cause not ariributable to the fault or negligence of the City of Denton. In the event
of an occurrence under this Section, the Respondent will be excused from any further performance or observance of
the requirements so affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to whatever extent
possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by
telephone (to be confirmed in writing within iive (5) calendar days of the inception of such occurrence) and describe
at a reasonable level of detail the circumstances causuig the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract
will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either
Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude,
cancel, waive or otherwise affect such right or remedy. A waiver by a Parly of any breach of any term of the
Contract will not be construed as a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract
is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that
the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, suppoiting documents, statistical
records, and any other records or books relating to the performances called for in the Contract. The Respondent shall
retain all such records for a period rec{uired by law or until the CPA or State Auditor's Office is satisfied that all
audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books,
records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal
governmental entity that has authority to review records due to federal funds being spent under the Contract,
Pagel5ofl9
Page 16 of 19
Exhibit B
Special Terms and Conditions
Estimated Quantities
The City is not obligated to purchase product through the contract term. The City reserves the
right to purchase to meet its actual needs, and individual purchase orders will be issued on an as
needed basis.
Product Chan�es durin� 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 a,cityofdenton.com, with the above iile 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 contracted products. The
distributor shall be authorized to sell to the City, and the supplier shall endeavor to make
available the manufacturers' representative as needed by the City.
Contract Terms
The contract term will be five (5) year, effective from date of award as determined by the City of
Denton Purchasing Department. At the City of Denton's option and approval by the vendor, the
contract may be renewed for up to two additional one-year periods, as further explained in
Renewal Options.
Renewal Ontions
The City of Denton reserves the right to exercise an option to renew the contract of the vendor
for one (1) additional one (1) year period if agreed upon in writing by both parties. All terms and
conditions must remain the same for each optional additional renewal year.
Price Escalation
The City will implement an escalation price adjustment quarterly. The escalation will be based
upon manufacturer pricing to the vendor. The price will be increased based upon the quarterly
percentage change in the manufacturers price . The price adjustment will be determined
quarterly from the award date. Should the change exceed a minimum threshold value of +/-1 %,
then the stated eligible bid prices shall be adjusted in accordance with the published price
change. It is the vendors or the Cities responsibility to request a price adjustment quarterly in
writing. If no request is made, then it will be assumed that the bid price will be in effect. The
vendor must submit or make available the manufacturers pricin� chan�e notices .
Warran
Notwithstanding anything contained herein to the contrary, the manufacturer's wananty only
Page 17 of 19
shall apply to all materials purchased by the City hereunder. The City acknowledges that
supplier is a distributor of materials only, and therefor offers no additional warranties. Supplier
specifically disclaims all other warranties, whether express or implied, including the implied
warranties of inerchantability and fitness for a particular purpose.
EXHIBIT C
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor or other person doin�l business with local governmental entity
Page 18 of 19
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 Date Recelved
person 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.
HD Supply Waterworks Ltd.
� 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 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.
NIA
Name of Offlcer
This section, (item 3 including subparts A, B, C& D), must be completed for each officer with whom the filer has an
employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach
additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or Iikely to receive taxable income, other than
investment income, from the filer of the questionnaire?
0 Yes � No N/A
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?
� Yes 0 No N/A
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 more7
� Yes � No N/A
D. Describe
Signature of
entity
ation or business relationship.
�
oing business with the governmental
Page 19 of 19
��aa-��-
Date
CfTY OF DENTON
WATER AND SEWER 1NVENTURY
Exhibit D
....:::......,.�_:..:.:.:.::,.:... ..:.........:�� - - - -
....:: ,..�:,. ,.�.:...,.::... ....�.::::;,�..,..,::::;..
> , ,...,,..
�„,,.... ,.;,:�:-::..,::;::� :.,:...,,.:-:;:.• -
:..:.::, .
� :.::::..;.
.,.;,.:� ,., , ......:...:.....:.,,.::.. ,..,. �:.,,.,. - -
-r.. ... .r..n..n.i.. .....�:.. r......: i�..,�:.i :.:....:...... •u:,:�.�.�:.i.,F'::,.:� �'::.:...�:..i'. ��::.<�.� ��:i.:'�_�:.::.: .: {� -
, . �... >.. .::...�..,:.... .. � ..... ..:....::.w:�,....er.,.,� .,..
..::........ :..:...............:...... .,. .... ,,.............:. ...........
Std.
Item CoD Whse Stock Package
No. Number UoM DEscription Part Quantity Unit Price` Total
1 89045205 EA METER, WA76R 3/4" X 3/4" T-10 NEPiUNE E�2D21R8G1 $ 6350
2 89045325 FA MEfER,�NATER 11/2" PRO READ NEPTUNET-10#ED2H11R6G8S197 $ 31�.00
3 89045355 EA MET�R, WATER 2" PRO READ NEPTUNE# ED217,1R6G8S197 ONLY $ 385.00
4 89045220 EA MEiER,WATERS/8"X3/4" PROREADT-10,NEATUNEONLY $ 85.00
STRAINER & ENCODER REG W/MFfER
5. 8904540Q EA MEfER, WATER COMPOUND 3" IVEPTUNE ONLY $ 1,950.00
STRAINER & ENCODER REG W/MEfER
6 89045450 EA MET6R,WATERCOMPOUNp4" NEPTUN60NLY $ 2,200.00
7 S904S320 EA MEi'�R,WATER 7. Z/2" HPTURBINE #RSSGl DIRCET READ ET4H8G $ 405.00
8 $9p45300 E4 . METER;WATER 11/2" OIRECT READ S-J.0 (136980.1) $ Z55.00
. 9 89045?SO .. .�: EA'.. METER,WATER3"{DIREL7 REAO) � NEPTUNE# ED2F21R8G1S197 ONLY . S I05.00
10 8904�350 .� .,: �A - METER,WATER 2"DIRECT READ .: NEpTE1NE# ED2{i1R8G25797:M170681 T-10 2" $ 3?5.00
... : _. ...... � . . . . 7-10 O/F DIRECT READ BRONZE : ..� : '. .. , .
11 89D45360 . .EA : METER,WATER2"HPiUR61NE DIREC?REAO#Ef4AR8G. $ 425.00 .
12 8904520Q .��EA. MEfER,WATER5/S"X3%4" NEPTUNE#�D2837,R$G15197'.. $ 37.25
13 '.89045600 .. �A . METER;WATER F1RE HYPRANT3" 3 FH METER ' $ 740.00
*Pricesshall be bid F.O.B. Denton
*Unit priting quoted. No quarrtitiesgiven attime of bid.
"`Shaded area added per request.
PAG E 2 O F BI D t�1323
CITY OF DENT'ON
WATER AIVD SEWER 1NVENTORY
Exhibit D
,...,::.._.;.�,.,...::.:,.. ,,.,.:,.:.:::..._. - -
,, .,,...: .,.:,..;:.�:;:,. �:::„ ,::,,.,::..;.:: �
,., :, ....� ,•.. . :.,,. ,.::..;;�:.....,;,>..:..:
�., , :._.:.:,
,.:.�,.. . � ...,..... ,.. ...� . . :. .:.....:..:...: . ..:....,<-...:.,..,,... .,. � �..:.;:.,;::; -
,., . , . ..,: , .. ,. ., . ..., .,:. , . „ , . . B D P P 5 .:. .
. . .. . I 0 O ..,;?,:,.;:;.;:;,r:i-'��' -
R ....
... �,..,,.�....,.,.. :.. �...� .....: .... � ...:. ...:....... .......... .�.::,.�, .::_,:.:.: ,::u. .;.,:� - -- -
, , . ,,.. ,:.. �,... . , . .. ,. �F... �. . ,� ,,..:. ,. A4,::... - r�::
. . � . .:... , �,,, _
...... ..... . .:•,, ................._.,._.....,..:....... ,.....,...�..,..... .....::.
SCd.
Item CoD WF�se Stock Package
No. Number UoM Description Part Quantity Unit Price"` Total
7. 89045205 EA M�TER, WA7ER 3/4" X 3/4" T-10 NEPTUNE ED2bZ1R8G1 $ 63.Sa
2 89045325 EA M£fER, WATER 1 J./2" PRO READ NEPTUNE7-10 #ED2HZJ.R6G8S197 $ 310.00
3 89Q45355 EA MEfER, WATER 2" PR� READ N�PTUNE# ED7J11R6G85J.97 ONI,Y $ 385.00
4 89045220 EA MEfER,WATER5J8"X3/4" PRORFAD7-10,NEPTUNEONIY $ 85.0�
STRAINER & ENCODER R�G W/ME7ER
5 89045404 EA MEfER, WATER COMPOUND 3" NEPTUNE ONLY $ 1,950.00
STRAINER & ENCODER REG W/ME7ER
fi 89045450 FA METER, WATER COMPOUNP 4" NEPTUNE ONIY $ 2,200.00
7 59045320 EA MECER,WATER I1/2" HPTURBINE #R85G1 DfRCEC READ Ef4H8G $ 405.00
8 $9045300 EA . MEfER;WATERII/2" OIRECTREADT-10(J36980.1) $ 255.00
9 89045250 .. ,-: EA..� MET'ER,WATER3"(D[RECTREP.D} � NEPTUNE#ED2F21R8G151970NLY • $ J.�S.00
10 89045350: ,.; EA- MET�R,WATER2"DIREGTREAD�.: NEPTUNE#ED2111R8G25197:M270B81T-102" $ 325.00
: � :. ...... . . T-i0 0/F DiRECT READ BRONZE : .: : '. .. . .
11 � 89045360 . .EA : MFfER,WATER 2" HP TURBI3VE DIREGT READ #ET4ARSG . 5 425.p0 .
22 8904520Q �::EA. MEfER,WATER5/S"X3/4" NEPTUNE#ED2631R8GIS197 .: $ 37.25
13 :'.89045600.� . EA . MEfER,WATERFIR£HYDRqNT3" 3FHMEfER ' $ 74Q.Q0
*Prices shall be bid F.O.B_ Denton
"Unit pritrng quot2d. No quantities given at time of bid.
"`Shaded area added ger request.
PA6 E 2 O F BI D it4323
ATTAC�IMENT A
NOT REQUIRED FOR FILE 4857 CONTRACT
CITY OF DENTON
IN,SURANCE REQUIREIVIENTS FOR CONTRACTORS
Bidder's attention is directed to the insurance requirements below. It is highly recommended
that bidders confer with their respective insurance carriers or brokers to determine in advance
of Bid submission the availability of insurance ceriificates and endorsements as prescribed
and provided herein. If an apparent low bidder fails to comply strictly with the insurance
requirements, that bidder may be disqualified from award of the contract. Upon bid award, all
insurance requirements shall become contractual obligations, which the successful bidder
shall have a duty to maintain throughaut the course of this cnntract.
STANDARD PROVISIONS:
Without Zimiting any of the other obligations or liabilities of the Contractor, the Contractor shall
provide and maintain until�the contracted work has been completed and accepted by the City of
Denton, Owner, the minimum insu�ance coverage as indicated hereinafter.
As soon as practicable after notification of bid awa�d, Contractor shall file with the Purchasing
Department satisfactory certificates of insurance, containing the bid number and title of the
project. Contractor may, upon written request to the Purchasing Department, ask for
clarification of any insurance requirements at any time; however, Contractors are strongly
advised to make such requests prior to bid opening, since the insurance requirements may not be
modified oN waived after bid opening unless a written exception has been submitted with the bid.
Contractor shall not commence any work or deliver any material until he or she receives
notification that the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply
with the following general specifications, and shall be maintained in compliance with these
general specifications throughout the duration of the Contract, or longer, if so noted.�
• Each policy sha11 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- VII or better.
• Any deductibles or self-insured retentions shall be declared in the bid 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:
• Naxne 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
ATTACHIv1ENT A
NOT REQUIItED FOR FILE 4857 CONTRACT
suit is brought. The inclusion of more than one insured shall not operate to
increase the insurer's limit of liabiliiy.
• Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled before the expiration date.
Should any of the required insurance be provided under a claims-made form,
Contractor shall maintain such coverage continuously throughout the term of
this contract and, without lapse, for a period of three years beyond the contract
expiration, such that occurrences arising during the contract term which give
rise to claims made after expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or
legal defense costs to be included in the general annual aggregate limit, the
Contractor shall either double the occurrence limits or obtain Owners and
Contractors Protective Liability Insurance.
� Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstaied coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, ternunate this agreement effective on the date of the lapse.
ATTAC�IMENT. A
NOT REQUIRED FOR FILE 4857 CONTR.ACT
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insu�ance policies proposed or obtained in satisfaction of this Contract shall additionally
comply with the following marked specifications, and shall be maintained in compliance with
these additional specifications throughout the duration of the Contract, or longer, zf so noted:
[ ] A. General Liability Insurance:
General Liability insurance with combined single �units of not less than
$1,000,00O.00shall be provided and maintained by the Contractor. The policy shall
be written on an occurrence basis either in a single policy or in a combination of
underlying and umbrella or excess policies.
If the Commercial General Liabiliiy form (ISO Form CG 0001 current edition) is
used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property
damage resulting from explosion, collapse or underground (XCI�
exposures.
• Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liabiliiy insurance with Combined
Sxngle Liriuts (CSL) of not less than $500,000.00 either in a single policy or in a
combination of basic and umbrella or excess policies. The policy will include bodily
injury and property damage liability arising out of the operation, maintenance and use of
all automobiles and mobile equipment used in conjunction with this contract.
ATTACHMENT A
NOT REQUIRED FOR FILE 4857 CONTRACT
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or
all owned, hired and non-owned autos.
[] Workers' Compensation Insurance
Contractor sha11 purchase and maintain Worker's Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a$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 for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with
§406.096 of the Texas Labor Code an.d rule 28TAC 110.110 of the Texas Worker's
Compensation Commission (TWCC).
[] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of
the work under tiv.s contract, an Owner's and Contractor's Protective Liability insurance
policy naming the City as insured for property damage and bodily injury which may arise
in the prosecution of the work or Contractor's operations under this contract. Coverage
shall be on an "occurrence" basis, and the policy shall be issued by the same insurance
company that carries the Contractor's liability insurance. Policy limits will be at least
combined bodily injury and property damage per occurrence with a aggregate.
[] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to
the contractor or if a contractor leases or rents a portion of a City building. Limits of not
less than each occurrence axe required.
[ ] Professional Liability Insurance
Professional liability insurance with limits not less than per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
ATTACHMENT A
NOT REQULRED FOR FILE 4857 CONTRACT
[ ] Suilders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a"blanket" basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
ATTAC�IMENT A
NOT REQUIRED FOR FILE 4857 CONTR.ACT
ATTACHMENT 1
[] Worker's Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreernent (TWCC-81, TWCC-82, TWCC-83, ar TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's employees
providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the
project until the contractor's/person's work on the project has been completed and
accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all
persons or entities performing all or part of the services the contractor has
undertaken to perform on the project, regardless of whether that person contracted
directly with the contractor and regardless of whether that person has employees.
This includes, without limitation, independent contractors, subcontractors, leasing
companies, motor carriers, owner-operators, employees of any such entity, ar
employees of any entity which furnishes persons to provide services on the project.
"Services" include, without limitation, providing, hauling, or delivering equiprnent or
materials, or providing labor, transportation, or other service related to a project.
"Services" does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification
codes 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:
ATTAC�IlVIENT A
NOT REQUIRED FOR FILE 4857 CONTR.ACT
1) a certificate of coverage, prior to that person beginniug work on the project, so the
governmental entity will have on file certificates of coverage showing coverage
for all persons providing services on the project; and
2) no later than seven days after receipt by the contractor, a new certificate of
coverage showing e�ension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project.
F. The contractor shall retain all required certificates of coverage for the duration of the
project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail or
personal delivery, within 10 days after the contractor knew or should have known, of
any change that materially affects the provision of coverage of any person providing
services on the project.
H. The contractor shall post on each project site a notice, in the text, form and manner
prescribed by the Texas Workers' Compensation Commission, informing all persons
providing services on the project that they are required to be covered, and stating how
a person may verify coverage and report lack of coverage.
I. The contractor shall contractually require each person with whom it contracts to
provide services on a project, to:
1) provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, which meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all of its employees
providing services on the project, for the duration of the project;
2) provide to the contractor, prior to that person beginning work on the project, a
certificate of coverage showing that coverage is being provided for all employees
of the person providing services on the project, for the duration of the project;
3) provide the contractor, prior to the end of the coverage period, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project;
4) obtain from ea�h other person with whom it contxacts, and provide to the
contractor:
a) certificate of coverage, prior to the other person begunling work on the
project; and
ATTACHII�NT A
NOT REQUIRED FOR FILE 4857 CONTRACT
b) a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5) retain all required certificates of coverage on file for the duration of the project
and for one year thereafter;
6) notify the governmental entity in writing by certified mail or personal delivery,
within 10 days after the person knew or should have known, of any change that
materially afFects the provision of coverage of any person providing services on
the project; and
7) contractually require each person with whom it contracts, to perform as required
by paragraphs (1) -(7), with the certificates of coverage to be provided to the
person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all employees
of the contractor who will provide services on the project will be covered by workers'
compensation coverage for the duration of the project, that the coverage will be based
on proper reporting of classification codes and payroll amounts, and that all coverage
agreements will be filed with the appropriate insurance carrier or, in the case of a self-
insured, with the commission's Division of Self-Insurance Regulation. Providing
false or misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
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.