2012-174ORDINANCE NO. 2012-174
AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A FOUR YEAR
CONTRACT FOR THE PURCHASE OF FIBER OPTIC CABLE FOR VARIOUS CITY
DEPARTMENTS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING AN EFFECTNE DATE (BID 4937-FOUR YEAR CONTRACT FOR SUPPLY OF
FIBER OPTIC CABLE AWARDED TO THE OVERALL LOWEST RESPONSIBLE BIDDER
MEETING SPECIFICATION STUART C. IRBY COMPANY FOR AN ANNUAL ESTIMATED
EXPENDITURE OF $57,500 AND A FOUR YEAR ESTIMATED TOTAL OF $230,000).
WHEREAS, the City has solicited, received and tabulated competitive bids for the purchase
of necessary materials, equipment, supplies or services in accordance with the procedures of State
law and City ordinances; and
WHEREAS, the City Manager or a designated employee has reviewed and recommended that
the herein described bids are the lowest responsible bids for the materials, equipment, supplies or
services as shown in the "Bid Proposals" submitted therefor; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The numbered items in the following numbered bids for materials, equipment,
supplies, or services, shown in the "Bid Proposals" on file in the office of the City Purchasing Agent,
are hereby accepted and approved as being the lowest responsible bids for such items:
BID ITEM
NUMBER NO VENDOR AMOUNT
4937 1-22 Stuart C. Irby Company Exhibit A
SECTION 2. By the acceptance and approval of the above numbered items of the submitted
bids, the City accepts the offer of the persons submitting the bids for such items and agrees to pur-
chase the materials, equipment, supplies or services in accordance with the terms, specifications,
standards, quantities and for the specified sums contained in the Bid Invitations, Bid Proposals, and
related documents.
SECTION 3. Should the City and the winning bidder(s) wish to enter into a formal written
agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager or his
designated representative is hereby authorized to execute a written contract in accordance with the
terms, conditions, specifications, standards, quantities and specified sums contained in the Bid
Proposal and related documents and to extend that contract as determined to be advantageous to the
City of Denton.
SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of Denton
under Bid 4937 to the City Manager of the City of Denton, Texas, or his designee,
SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council
hereby authorizes the expenditure of funds therefor in the amount and in accordance with the
approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this �/�day of �(� , 2012.
MARK A. $UR�OUGJ�IS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
3-ORD-B 937 �
IFB # 4937
Opening Date: 6/12/12
Description: Four Year
Exhibit A
Contract for Fiber O ic
Type of Product
ITEM UOM Vendor
Requested �
Stuart C. Irby
Company
Principal Place of Business Fort Worth, TX
1 FT 72- Fiber ADSS Cable $1.244
2 - Manufacturer: AFL
3 - Part Number DNA-31033
4 FT Minimum Reel Length See Attached Quote
Detail
5 FT M�imum Reel Length See Attached Quote
Detail
6 FT Reel Length Proposed See Attached Quote
Detail
7 - Fiber Core See Attached Quote
Detail
8 - Maximum Space Potential See Attached Quote
Detail
9 - Maximum Span See Attached Quote
Detail
10 - Hea�y Sag Vertical See Attached Quote
Detail
11 - Heavy Sag Horizontal See Attached Quote
Detail
12 - Heavy Sag Percentage See Attached Quote
Detail
13 _ Typical Tension, pounds See Attached Quote
@ 1 % sag Detail
14 _ Tention Heavy, pounds @ See Attached Quote
4% sag Detail
15 MPH Wind See Attached Quote
Detail
16 - Wind Pressure See Attached Quote
Detail
17 - Breaking Load See Attached Quote
Detail
18 - Maximum Cable Load See Attached Quote
Detail
19 - Cable Diameter See Attached Quote
Detail
20 - Cable Weight lb/ft See Attached Quote
Detail
IFB # 4937
Opening Date: 6/12/12
Description: Four Year
Exhibit A
Contract for Fiber O tic
ITEM UOM Type of Product Vendor
Requested
Stuart C. Irby
Company
Principal Place of Business Fort Worth, TX
21 - Attenuation 1300nm See Attached Quote
Detail
22 - Attenuation 1500nm See Attached Quote
Detail
23 weeks Estimated delivery after 20-22 weeks
receipt of order
Specify all approved
24 - options for supports and Attach on separate sheet
dead-end hardware
� " "��'�-����iv ' � :im E��� ��� ,.�_ , �x .
� � �' E Itl 1,5 ' � € �, � � � ; � � : � � ��'���'`> '�'� � ., � �,
� ��-' � . ,�:�. x �. . ��
Payment terms for the City of Denton are typically 30 days. Please
Invoice Paid in 20 days 0,00%
Invoice Paid in 15 days 0.00%
Invoice Paid in 10 days 0.00%
*Prices shall be bid FOB Destination
*In case of calculation error, unit pricing shall prevail
QuorArioN
RE�ERENCE; F012-35479.0
PO Box 3127
Spattanburg, SC 293D4
1ME ARE PLEASED TO SUBMff THE FOLLOW1t�0 QU07ATI�N. PR[CES ARE VALID FROM 7HE QUOTE DATE UI+fTIL THE'VAI.ID THROUGH' UA7� AND
AFt� gA5�D ON THE QUANTITIES 1t��ICATEn BE4NG RELEASED FOR MANUFACTURE AT ONE TIM� AND FOR SHIPMENT iN ACG�RDANCE Wf7H THE
QUOTED LEAb TIME OR AS OTHERWISE AGR�ED, ALL PiJ}2CHASE ORDERS SHOULQ 8E 15SUED TO AFL 7EL�COMMU�fiCAT10NS LLC. AFI.'s
STANDARD 7ERtylS ANa CONDITIONS APPLY TO ANY pUF2CHASE ORDER PiACED FOR TH�S� PRODUCTS UNL�S5 OTNERWISE NEGOTIATED AND
EXPLICIILY AGRE�D IN WRITIHG gY BOTH PARTIES. FOR A GOPY OF AFL's SYANDAF2D TERNiS AND CONDITIONS, PLEA5E VI517 OUR WEBSITE AT
�wrw.allglobal.com/ResourceslTermsand-Condfions.aspx OR CALL 1-eUU-AFL-�lBEf2 70 REQUEST A COPY. UNI��SS Qi'NERWISE NOTED, PAYMENT
TERMS ARE CREDIT CAF2D, CASH AT TIME OF PURCHAS� OR��R (SSUAt�CE, (}R NET 30 DAYS FROM DATE OF INVOIC�, Sl1BJEC7 TU APPROVAL
�Y AFL'S CREDIT DEPARTM�NT. STANDAF2U FREIGHT TERMS ARE FOB PLANi, PREPAID AND ADDED TO THE INVDfC� FOR DOME57IC
SHIPMEN7S AND EX WORKS FOR INTEFtNAiiONAL SHIPMENTS, UNLESS OTHEf2W13E NOTED.
PAYM�NT T�RM&: UNLESS 07'NERWJSE NOTED NET CABH 30 bAYS FKOM DAT� OF INVOICE, SUBJ�CT TO Tf-IE APPFtUVAL OF
AFL'S 7FtEASURER.
STUART C IRBY CO
CITY OF D�N70N TX
4 year agreement
F.o.B. FOB Destinatian, Allowed
SHiPMENi See BeloW
�STIMATE
PACKING
Line
01 (tem: bNA-31033
AC07291B2iBD7 iracking Resistani AnS5 cable with
72 5ingle-mode fibers
Waod ree{s with wood lagging
l,ead Time; 20-22 weeks ARO
16,000 meters
52,493 feet
Unit
Rrice
���� �
Exfended
Price
� JC�D�e.�
All Prlces are in US Dollars
PLEASE NOTE THE FOLLOWING:
+ AFL recommends purchasing steet reels for long•term sto�age. Please reier to AFL's Reel Handling document
avaifab[e at http:l/www.aflglobal.cnm/Reel-Hanctling for additionai handling and starage details,
• AFL standard print: AFL Telecommunications <Cable Type> <Fiber CauntlType> <Item #� <Listings as
Applicable> �Unique Reet ID Humber> <Year oi Manufacture> <Sequential Meter Markings> for "Make" items and
<Sequential Footage MarEcings> ior "5#ock" items
. Fnr AASS a�d l,oase Tuhe items, nrders with st�ipping lengths less than 1 ktn are subjeat to an additional cutting
charge of $100 per out.
. For ADS3, I.00se Tube and OPT-GW items, prices shown are for fhe quantities quoted. Minimum order is 4km �or
retanufactured items antE 300 meters for inventory ifems.
• Lead times quoted are estimates only, and are based on receipt oi a valid purahase order and drum tengths.
Actual lead time may vary due ta availability of raw materiats or plant loading at time of order receipt.
. Ordered lengths sltauld inalude a distribution of tengths. All reels can►tot be ardered at the m�xfmum nor all at the
same tength. A typicai length distribufion woutd he:
6000tT1— 7000m � 15%
450Qm — 8000m M 55%
2500m — 450Qrn � 25%
<2�OOm � 5%
Page 1 of 2
QUOTATIC)N
REFERENCE: F012-35479.0
Po Box 3127
Spadanburg, SC 2930d
WE ARE PLEAS�D TO SUBMIT THE FOLIpWiNG Qk107AT10N. PRfCES ARE VALID �ftnM THE QUOTE DATE UNTIL THE 'VAUD THROUGW' DA7E AND
ARE BASED OIV THE QUMITITIES INDICATED BLING RELEASED F4R MANUFACTURE AT ONE TEME AND FdR 5HI#'MENT IN ACCQRD{WC� WITFi THE
QUOTED LEAD TfME OR AS OTHERWI3E AGREEA. ALL PUF2CHASE ORDERS SHaU1D BE IS5U�n 1"0 AfL TELECOMMUNICATIONS LLC. AFL's
STANbARD TERMS AND CONDITIONS APPLY TQ AfVY pUf2CHASE ORDER PiACED FQR THES� PRaDUCTS UNLESS OTHERWISE NEGQTIAT�D AND
EXPLIClTLY AGREED IN WRiTIIVG BY BO7N i'ARTIES. FQR A COPY OF A�L's STANDARD TERMS AND CONDITIONS, PLFJ�3E VI517 OUR WEB51T� AT
tiv►vw.aiiglobal.corNRasourcesTTerm�and-Cnnditions.espx OR CALL 1-800-A�L-FlBER TO REQUEST A C(}pY. UNLESS OTH�RW(SE N07ED, PAYMENT
TERMS AR� CF2�OIT CARD, CASH AT TIIrSE OF PURCHAS� ORDER 15SUANCE, OR NET30 AAYS FROM UATE OF INVQICE, SUBJECi TO APPROVAL
BY AFL'S CREDIT D�PARTMENT. STANAARD FR�IGHT TERMS AR� FOS Pi.ANT, F'FtEPAID AND A!?AED TO TH� INV0ICE FOR DOMESTIC
SHIPMIENTS AND EX-WOF2KS FOR INTEFt�fA7lONAL SHIPIVIENTS, UNLESS OTH�RWISE NOTED.
PAYMENT 7EF2MS: UNLESS OTNERWJSE NOTED N�T CA3H 3D DAYS FiiOM DATE OF INVOICE, SUBJECT TO THE AAAROVAL OF
AFL`S TR�ASURER.
STUART C [RBY CO
CiTY 0� DENTON TX
4 year agreement
F.Q.B.
_�
SHIPMENT
�S7IMATE
PAC
FOB Destination, AIlowed
See Beln4v
lfnit Extended
Line I'rice Price
• Unlsss otherwise noted , the billable tolerance for AD55 items is -0°/4: +5%.
NOTE: THfS QUO7ATION IS NEiTHER A GONTRAtlT NOR /W OFFER_ UNLE33 OTHEF2WI3� NO'fED, AFL NERHER IMPLIE3 NOR CONFIRiJ15 C4MPLIANCE TO ANY
SPEC{FICATION OTHER THAN 7MOSE }2EFERENCED IN THIS qUOTATiON, WHETHER G9MMEFtCfAL, TECHNICAL, OR OTNERWISE. ANY CLARIFiCATtON3 dFt
EXCL�PY1CN13 A3 NOT£D WI7HIT1 THIS CiUO7AT10N OR IN REIATEU AT7ACHMENTS FORM APt 1KfEGRAI. F'Aft7 OF THIS QUOTATION. ORDERS RESUL1lNC3 FROM
ll-I!S QUOTATION WIi(CH Af2E ACCEPTED W ILL BE SURJ�CT THE TERMS AND CONDfT10M3 OF 7HI5 4UOTATION.
DATE
3�-May-12 sY
QUOTATION VALID THRAUGH
'10-Sep-12
Page 2 of �
Preferred Safes Agency
Agent for AFL
�a��
PO Box 3127
Spartanburg, SC 29304
Te{: 1 80� 235 3423
Fax: 1 884 433 556Q
City of De�ztar�
Rer F0.1.2-35479
Accessorres fo�� AFL ADSS
Specifrcatio�7 Ntrra�he��: DNA-3I033
Lead Time: 14 -16 Weeks ARO
Item Descrintiou Part Ninnf�er
I'm•mecl 1Virc Suspension ASU633/666
P'or stn�ctures with li�ie angle t3p to nnd incle[diug 30 degrecs.
Fornicd `'Virc Installattan Tooi ArIrTIT
�'-Clevis E��e for Tormed R'irc Suspei�slon YC�-90-TS
Spiral �'ibratlmi Damper AVD564/770
Minimum box quentiry is 50. �_
Do«�n Lcad Clamp rDOA-B6B6
Part number showm assnmes tlie use of snme sizc cnb[e in boin grooves. Aifferent oable diatneEers cail be
i�sed and �vill require n different part mnnUer.
Do�vu Lead Clamp ���lth B�nding Aclapter �'DOA-B6B6A
1'nrt nu��iber siio«�i� AssiUnes llfe use oisati�e sizc Cable in botl� grooves. Diffvrent Cabfe dia�neiers can be
iued and wi11 reqniee a dit'fcrent p�rt number_W
Do�►�n Lc�tl Clamp ���itli Lattice �Peb Ada�tei• TDOA-B6B6B
(for �veb tltiaknesses up to 0.75")
Part nuroUer sliown flssuEnes the use of same sir.e cable in both grooves. DitT'erent ca61e dinmeters enn Ue
used mid ti�ilf reguire a dif�erent pert uumber, ,__
Aoti���� Lcad Clatnp �rltlK Lattice «'eU Adapter FDOA-B6B6C
(for w�eb thieknesses betweeu D.75" �u�d 1.25"j
Part nutnber shown assn»ies tlie use of same size cabEc in both grooves. Differeiit cnblc din�neters can be
uscd aud �+�ifl reyuire n different part number.
_ .....---- ............ .....-- ._ _ _ _ _-----
Doti��n Lead Clamp N�itl� Lag Bolt FDUA�D6B6D
Pnrt iuimber sliown assimies ti�e use of same size cnblc in both grooves. Di!'fere�tt cnblc diameiers can be
used and witl require a di1T'creul pnrt ntunber,
«'oad Pafe Gt�idc Clamp AG�1'656/750
Cororta Ring ACR661
Splice Protcetor Sleeve - 64 �nm lcngth SPS60
Supplied in packages of len (10). �
SB01 Steel'ToK�erAdaptei• 08z03I$
Nccds two (2) for eacli Splice Boa _ ��
Splice �nclosui•e SBOl-'72
Inclndes trays for up to 72 fibers
Counector Kit i'or ADSS Cablc BCK6a7/662
Con�icctor Kit for ADSS or Loose Tube Cablc
Specify din3netcr ofADSS or loosc hibc ct�Ule in deoimal inclies,
......._. _. ----._ _. .....
CoII Bracket fbr SBQ1 and Opti-Guard
OPT-G�V and ADSS Stornge 6racket
rormed «'ire Deadend
Minimeun Order Q�tantity: 7
^ Cablc Slicath Repair ICit
Tuesdny, nifl►• 29, 2012
BCI�}CX�►/li.�i.7i
CB-44 _—.._.._.....
AAEL�652/692C
0819915 �
Unft Price
� 184.40
�13.85
�43,85
�12.30
�22.10
�28.95
�42.50
�34.05
�22,40
5�12.12
�92.70
� I 3.90
� 19,75
SGG5.99
�61.55
SG1,55
�245.91
�13i.61
�75,25
��;,�.:-���
�f`�Page 1 of 2 y�
„_._,__..�.......
Item Descrintian Part NumUer Uiiit Price
NOT�: One o�� more of tl�c ite��ts an tLis llst may be purch�sed f'ront another ti�er�dor. T4e mininn►m
pi►i•cl�ase ordcr ��aluc (MOV} is $850 for these items,
�:.��. ~�.�_ �.�__,
Tucsdn}y Risiy 29, 2012 � I'nge 2 of 2�
�„__„�__._--•-..,-- •
���it2��.rxr��
� �� ,� �
`� .�. �• •� �
- ��
5/29/2012
AFL Telecommunications
DNA-31033
�.in.7�
ADSS Cable Mod(Init/lOYr/Final} � 1577.8/ 1314.8/ 1701.5 ksi Tcoef = 2.99E-06/°E'
A�ea = 0.3932 Sq, in �ia�eter = 0.661 in 4V� = 0.163 lb/ft RTS = 9525 1b MRCL = 5956 lb
English Units
Limits and Outpu�s in Average Tensions.
Span = 800.0 Feet
Creep is NOT a Factor
besign Points
Temp Ice P7ind
°F in psf
0.0 0.50 4.00
32.0 Q.50 0.00
-20.0 0.00 0.00
0.0 0.00 0.00
30,0 0.00 O.QO
60.0 0.00 0.00
90.0 0.00 0.00
120.0 0.00 0.00
167.0 0.00 0.00
212.0 0.00 0.00
* Design Condition
K
lb/ft
4.30
0.00
o.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Special Load zone
Neight
lb/ft
1.344
0.885
0.163
0.163
0,163
0.163
4,163
0.163
0.163
0.163
H-Sag
Ft
19,24
0.00
o.00
0.00
0,00
0,00
0.00
0,00
0,00
0,00
F'inal
V-Sag
Ft
30.75
32.00*
X8.82
19,09
19.50
19.91
20.31
20.71
21.39
21.93
Tension
lb
2986
222 6
699
689
670
657
644
631
6 �. 3
596
H-Sag
Ft
19.24
0,00
0.00
4.00
0.00
0.00
0.00
0.00
0.00
o.00
Tnitial
V-Sag
Ft
30.'75
31,79
17.95
17 , 71
18.12
18.52
18.92
19.31
19.94
20.53
Certain information such as the data, opinions or recommendations set
forth herein or given by South�vire representatives, is intended as a qeneral
guide oniy, Each insta7.l.ation of overhead electrical conducto�,
undex�ground electrical conductor, and/ox conductor accessories involves
special conditions creating problems �ha� require individual solutions
and, therefore, the recipient o£ �his information has the sole
responsi.bility in connection i�rith the use of the a.n�oxmatzon. Southwire does
not assume any liability in connection ►�rith such informa�ion.
J
Tension
lb
2988
22�19
749
738
721
706
691
677
656
637
Revis3ons to 7echnfcal Specifications:
170 Riclgeview Centei nrlve, OUnWn, SC z9334 USA
TE�: (iN) 235-34Z3 TEi: (864} A33•0333
Fwc; (864} q33•5560 v�a: �w�nuAFlglobal.com
OPGW T�CHNICAL RESPONSE
AFL Reference: F012�33479
pate: 5I30/12
Revfewed by: Brad Maihews
1FB#4973
Ctty of Denton, Texas
4) Length tolerances will be -0% &+5%.
23) Reels shall have a 3.�25 inch diameter center spindle hole.
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND STUART C. IRBY, COMPANY FOR FOUR YEAR
CONTRACT FOR SUPPLY OF FIBER OPTIC CABLE
IFB 4973
THIS CONTRACT is made and entered into this 21 day of Au ust A.D., 2012, by and
between Stuart C. Irbv, Company a corporation, whose address is, 7125 Belton Street, Fort
Worth TX 76118 hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a
home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval
of the Denton City Council and subsequent execution of this Contract by the Denton City
Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products in accordance with the Supplier's proposal in response to
IFB 4973 — Four Year Contract for Supplv of Fiber Optic Cable thereto, a copy of which is
available at the office of the Purchasing Agent, and incorporated herein for all purposes as
Exhibit "A". The Contract consists of this written agreement and the following items which are
attached hereto and incorporated herein by reference:
(a) City of Denton Bid Documents IFB 4973 ( Exhibit "A" on file at the of�ce of
the Purchasing Agent)
(b) City of Denton Standard Terms and Conditions (Exhibit "B")
(c) Special Terms and Conditions (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."
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
I:
Name:1� ! J 5.���.S��YYI �°�
� —
Title: �
��l� ��� 4o'Y.'.
CITY OF DENTON,
�
BY: � �� -
GEORGE C. CAMI'BELL, CITY MANAGER
DATE: �/� ' /��
ATTEST
BY:
JE ER WALTERS, CITY SECRE ARY
APPROVED AT TO LEGAL FORM:
r--.
BY:
TA BURGES , CITY TO
Contract IFB 4937 Page 2 of 17
EXHIBIT B
Citv of Denton
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other
requirements included in the City of Denton's solicitation are applicable to Contracts/Purchase Orders issued by the
City of Denton hereinafter referred to as the City or Buyer and the Seller herein after referred to as the Bidder,
Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement
Department and the Supplier. No Terms and Conditions contained in the Sellers Proposal response, Invoice or
Statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of
the ContracUPurchase Order these written provisions will take precedence.
By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be governed by
the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified
in the Contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goods, and
Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase Services to be perFormed principally at the
City's premises or on public rights-of-way.
1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the
Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the
Contract and all applicable Federal, State, and local laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the
date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance
with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with
good commercial practice and shall include a packing list showing the description of each item, the quantity and unit
price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container
shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name,
address and purchase order or purchase release number and the price agreement number if applicable, (c) Container
number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the
packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest
transportation costs and to conform to all the requirements of common carriers and any applicable specification. The
City's count or weight shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the
deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City
actually receives and accepts the deliverables.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery
unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the OfFer, the
Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to
designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set
forth the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not
limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject
defective or non-conforming deliverables. If the City has the right to inspect the Contracto�'s, or the Contractor's
Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the
Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to
the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with 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.
Contract IFB 4937 Page 3 of 17
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the
Contractor is to perForm the services as required in order for the Contractor to perform the services in a timely and
efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The
Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and
specifications, the location and essential characteristics of the work sites, the quality and quantity of materials,
equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could
in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby releases and
holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or
service conditions differfrom 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 beverages, illegal drugs or controlled substances, nor may
such workers be intoxicated, or under the influence of alcohol or drugs, on the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or
disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed
or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from
Contract services, and may not employ such worker again on Contract services without the City's prior written
consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration
Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for
any individuals hired on or after November 6, 1986, who will perForm any labor or services under the Contract and the
Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, iYs
Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health,
safety, and environmental laws, ordinances, rules and regulations in the perFormance of the services, including but
not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In
case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City
harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind
arising from the breach of the Contractor's obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or
regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water
Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery order
number and the master agreement number if applicable, the Department's Name, and the
name of the point of contact for the Department. Invoices shall be itemized and transportation
charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when
applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax
identification number on the invoice must exactly match the information in the Vendor's registration with the City.
Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's
invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly
identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order
number. Time billed for labor shall be limited to hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount.
The City will furnish a tax exemption certificate upon request.
Contract IFB 4937 Page 4 of 17
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 Acc�unts 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 2257.025 or the maximum
lawful rate; except, if payment is not timely made for a reason for which the City may withhold
payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for
withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial
shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is required to
provide, are filed or reasonable evidence indicating probable filing of such claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City's agents, employees or contractors, which is not
covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor's obligations will not be completed within the time
specified in the Contract, and that the unpaid balance would not be adequate to cover actual or
liquidated damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all required
attachments and supporting
documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City
may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer
of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for
payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment
obligations are payable only and solely from funds Appropriated and available for this contract. The absence of
Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not
Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall
provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the
City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be
no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by
the Contractor, unless otherwise stated in the contract terms. �
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is
required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the
15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if
the Contractor is not in compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously
asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from
failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the
Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations,
or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than
those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling
or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special
tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified
by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the
Contract IFB 4937 Page 5 of 17
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 comply with the provisions of this section shall be a material breach of the Contract and shall constitute,
in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and
"other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or
electronic files are subsequently used to generate or prepare a final printed document.
18.SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all
requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in
the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the
substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a
waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a
Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and
Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the
Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the
provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written
consent of the City and the Contractor. The City may require, as a condition to such further
subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to
the City;
iii. require Subcontractors to submit all invoices and applications for payments, including any claims for
additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor
to include same with its invoice or application for payment to the City in accordance with the terms of the
Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the
type and amounts specified for the Contractor, with the City being a named insured as its interest shall
appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor
is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the
Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the
benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor
shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such
Subcontractor except as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later
than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders
by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation,
communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with
any otherfirm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or
otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like
deliverables under similar terms of purchase.
Contract IFB 4937 Page 6 of 17
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, workmanship or manufacture, and conform in all material
respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the
Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws,
rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables
shall be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any
attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of
acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty
period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand
either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming
deliverables, at the City's option and at n� 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
warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest
extent to enforce such manufacturer's warranty for the benefit of the City.
22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City
under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally
accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable
Federal, State and local laws, rules or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any
attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance
Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly
upon receipt of demand perForm the services again in accordance with above standard at no additional cost to the
City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to
give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach
warranty, but failure to give timely notice shall not impair the City's rights under this section.
C. If the Contractor is unable or unwilling to perForm its services in accordance with the above standard as required
by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be
required to purchase under the Contract from the Contractor, and purchase conforming services from other sources.
In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such services from another source.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate
correction or removal and replacement of defective or non-conforming deliverables, the City prefers to accept it, the
City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of
and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to
final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value
of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be
refunded to the City by the Contractor.
Contract IFB 4937 Page 7 of 17
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other
party's intent to perform, demand may be made to the other party for written assurance of the intent to perForm. In the
event that no assurance is given within the time specified after demand is made, the demanding party may treat this
failure as an anticipatory repudiation of the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is
observed perForming in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is
determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until
notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all
costs incurred by the City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and
faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of
performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United
States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be
submitted by the Contractor to the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate
the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of
such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient
to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses,
incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable
attorneys' fees, court costs, and prejudgment and post-judgment interest at the maximum lawful rate. Additionally, in
the event of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three (3)
years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies
under the Contract are cumulative and are not exclusive of any other right or remedy provided by law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part,
without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the
Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the
notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally
available for such purposes, for all goods delivered and services perFormed and obligations incurred prior to the date
of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be
submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and
may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is
in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the
Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and
execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30)
calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled
under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the
Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if,
while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions,
sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default
or delay in contract perFormance due to any of the foregoing causes, then the time for completion of the services will
be extended; provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform.
31. INDEMNITY:
A. Definitions:i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments
and liability of every character, type or description, including all reasonable costs and expenses of litigation,
mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1)
damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective
agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and
third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of
income or wages to any person (including but not limited to the agents, officers and employees of the City, the
Contract IFB 4937 Page 8 of 17
Contractor, the Contractor's subcontractors, and third parties), ii. "FaulY' shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY,
ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND
AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR
RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR
SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE
CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY
THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance
requirements detailed in Attachment A. The successful firm shall procure and maintain insurance of the types and in
the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do
business in the State of Texas and satisfactory to the City of Denton.
A. General Requirements.
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as
submitted to the City and approved by the City within the procurement process, for the duration of the
Contract, including extension options and hold over periods, and during any warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to
the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after
written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to
disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to
the City whenever a previously identified policy period has expired, or an extension option or hold over
period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance
has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of
the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the
Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the
subcontractors commencing work on the project.
v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do
business in the State of Texas at the time the policies are issued and shall be written by companies with
A.M. Best ratings of B+VII or better. The City will accept workers' compensation coverage written by the
Texas Workers' Compensation Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation
endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following
information:
City of Denton
Materials Management Department
901 B Texas Street
Denton, Texas 76209
vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on
any policy. It is intended that policies required in the Contract, covering both the City and the Contractor,
shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry
Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance
is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review
certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or
revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy
provisions are established by law or regulations binding upon either of the parties hereto or the underwriter
on any such policies.
x. The City reserves the right to review the insurance requirements set forth during the effective period of the
Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed
necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history
of the industry or financial condition of the insurance company as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the
term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated
Contract IFB 4937 Page 9 of 17
in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of
the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract.
xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums
and are not intended to limit the responsibility or liability of the Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or
concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perForm
thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of
notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or
other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against
whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City
and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney
Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to
be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after
postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered
by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by
first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address
specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the
City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the
Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the
City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be
proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas
Public Information Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City
that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables
supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or
contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any
third party; that no claims have been made by any person or entity with respect to the ownership or operation of the
deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole
expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including
court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim
that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable,
license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the
Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any
such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act
as co-counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables
shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty
that the production, development, or delivery of such deliverables will not impact such warranties of Contractor.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of
the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets,
confidential know-how, confidential business information, and other information which the City or its licensors
consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the
Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure,
dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors.
The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the
Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise
use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted
under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court
or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before
disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The
Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to
protect its own most valuable information, which protective measures shall under all circumstances be at least
reasonable measures to ensure the continued confidentiality of the Confidential Information.
Contract IFB 4937 Page 10 of 17
38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the
worid 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 auth�rship 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 ofl 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-forvhire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such
deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to,
execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments
which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work
registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and
in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title,
and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to
be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a.,
b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City
should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables,
but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under
the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally
developed material unless otherwise specifically provided in the Contract. When material not originally developed is
included in a report in any form, the source shall be identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the
City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or
retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage,
brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies
maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City
shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct
from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage,
brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is
determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the
Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing
favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the
performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall
be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the
Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent
consultant, or elected ofFicial of the City who is involved in the development, evaluation, or 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).
Contract IFB 4937 Page 11 of 17
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee
relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor.
The Contractor agrees and understands that the Contract does not grant any rights or privileges established for
employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or
sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform
the services hereunder according to the attached specifications at the general direction of the City Manager of the City of
Denton, Texas, or his designee under this agreement.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the
Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract
shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City.
Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it
being the intention of the parties that there are no third party beneficiaries to the Contract.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a
waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in
writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of
default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations
under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of
a similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-
printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to
change the terms, covenants, and conditions of the Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the
terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the
trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been
substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair
to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall
control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to
prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a
statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between
representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as
agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making
authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to
negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not
succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below.
Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed
directly to mediation as described below.
B. If the efForts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties
may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the
dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the
mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract
prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a
contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of
the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program
(DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of
the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear
their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of
Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm.
Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or
jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the
Contract IFB 4937 Page 12 of 17
parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any
competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the
validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed
from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain
the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The
provisions of this section shall not prevent this entire Contract from being void should a provision which is the
essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City
New Year's Day (observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas 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-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or
debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By
accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or
debarred from doing business with the Federal Government, as indicated by the General Services Administration List
of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of
Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment
practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be
refused the benefits of, or be 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)
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any
response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the
submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by
the State of Texas, any and all fees and taxes are the responsibility of the respondent.
59. PREVAILING WAGE RATES: All respondents will be required to comply with Provision 5159a of "Vernon's
Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting
discrimination in the employment practices. http://www.access.qpo.aov/davisbacon/bc.html
Contract IFB 4937 Page 13 of 17
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor 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 furnishing and perFormance
of the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with the
Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with
issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State
unemployment insurance coverage and standard Worker's Compensation insurance coverage. Respondent shall
ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be
liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or
State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or
Iosses resulting from RespondenYs omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work
Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work
environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office
of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the
provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with
the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for
all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its
employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any
perFormance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in
writing of any such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for
perFormance under the Contract should it be prevented from performance by an act of war, order of legal authority,
act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of
an occurrence under this Section, the Respondent will be excused from any further perFormance or observance of the
requirements so affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to whatever extent
possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by
telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe
at a reasonable level of detail the circumstances causing the non-perFormance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will
not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's
exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel,
waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not
be construed as a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in
any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City
of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical
records, and any other records or books relating to the per�ormances called for in the Contract. The Respondent shall
retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State
Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The
Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State
Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being
spent under the Contract.
Contract IFB 4937 Page 14 of 17
EXHIBIT C
SPECIAL TERMS AND CONDITIONS
Contract Terms
Successful vendor(s) will be awarded a FOUR (4) year contract, effective from date of
award or notice to proceed 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 Options
The City of Denton reserves the right to exercise an option to renew the contract of the
vendor for two (2) additional one (1) year periods if agreed upon in writing by both
parties. All terms and conditions must remain the same for each optional additional
renewal year. If the City exercises the right in writing, the
Price Escalation and De-escalation
Prices quoted for must be firm for a period of one year from date of contract award. Any
request for price adjustment must be based on the, U.S Department of Labor, Bureau of
Labor Statistics, Producer Price Index (PPI)* )* Fiber Optic Cable Manufacturing
(PCU3359213359210) (http://www.bls.aov/ppi/home.htm). The price will be increased
or decreased based upon the annual percentage change in the PPI. The escalation will
be determined annually at the renewal date. Should the PPI change exceed a minimum
threshold value of +/-1 %, then the stated eligible bid prices shall be adjusted in
accordance with the PPI. The supplier should provide documentation as percentage of
each cost associated with the unit prices quoted for consideration.
Product Chanqes durinq 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 dentonpurchasinq�citvofdenton.com, with the RFP 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.
* Producer Price Index/PPI is defined by the U.S. Department of Labor:
The Producer Price Index (PPI) is a family of indexes that measures the average change over time in
selling prices received by domestic producers of goods and services. PPI measures price change from the
perspective of the seller. This contrasts with other measures, such as the Consumer Price Index (CPI),
that measure price change from the purchaser's perspective. Sellers' and purchasers' prices may differ
due to government subsidies, sales and excise taxes, and distribution costs.
Contract IFB 4937 Page 15 of 17
EXHIBIT D
SUPPLIER PROPOSAL
ITEM UOM Type of Product Vendor
Requested
Stuart C. Irby
Company
Principal Place of Business Fort Worth,
TX
1 FT 72- Fiber ADSS $1.244
Cable
2 - Manufacturer: AFL
3 - Part Number DNA-31033
Estimated delivery
23 weeks after receipt of order 20-22 weeks
Contract IFB 4937 Page 16 of 17
r,�u��
PO Box 3127
SpaRanburg, SC 29304
Tel: 1 B00 235 3423
Fax: 1 864 433 5560
City of Denton
Ref FD12-35499
Accessories for AFL ADSS
Spec�calion Number: DNA-3I033
Lead Time: 14 - 16 Weeks ARO
Item Descrintion
Formed Wire Suepension
For structures with line angle up to and including 30 degrees.
For�ned Wire Installation Tool
Y-Clevis Eye for Formed Wire Suspension
Part Number
ASU633/666
AFC,-FIT
YCE-90-F5
Splral Vibration Damper AVD564/770
Minimum box quantity is 50.
Down Lead Clamp FDOA-B6$6
PaA number shown assumes the use of same size cable in both grooves. Different cable diameters can be
used and will require a different part number.
Down Lead Clamp with Banding Adapter FDOA-B6B6A
Part number shown assumes ihe use of same size cable in both grooves. Differeni cable diametcrs can be
used and wil] require a dif%rent part number.
Down Lead Clamp with Lattice Web Adapter FDOA-B6S6B
(for we6 thiclmesses up to 0.75")
Part number shown assumos the use of same size cable in both grooves, Differenl cable diameters can be
used and will require a different part number.
Down Lead Clamp with Lattice Web Adapter FDOA-B6B6C
(forweb thicknesses between 0.75" and 1.25")
Part number shown assumes the use of same size eable in both grooves. Different cable diameters can be
used and wi11 require a different part number.
Down Lead Clamp with Lag Bolt FDUA-B6B6D �
Part number shown assumes the use of same size cable in boin grooves. Dif%rent cable diameters can be
used and will require a different part number.
Wood Pole Guide Clamp AGW656/750
Corona Ring ACRb6l
Splice Protector Sleeve - 60 mm length SPS60
Supplied in packages often (]O).
SB01 Steel Tower Adapter 0820318
Needs two {2) for each Splice Box
Splice Enclosure SB01-72
lncludes trays for up to 72 fibers
Connector Kit for ADSS Cable BCK647/662
Connector Kit for ADSS or Loose Tube Cable BCKXXX/J�XX
Specify diameter ofADSS or loose tube cable in decimal inches.
Coil Sracket for SBOl and Opti-Guard CB-44
OPT-GW and AD55 Storage bracket
Formed Wire Deadend Y � ADELE652/692C
Minimum Order Quantity: 7
Cable Sheath Repair Kit 08199]5
Dnit Price
$184.40
$13.85
$43.85
$12.30
$22.10
$28.95
�42.50
i34.05
$22.40
$12.12
$92.70
$ 7 3.90
$19.75
$665.99
$61.55
$61.55
�245.91
$131.67
$75.25
1�OTE: One or more of the items on this list may be parchased from another vendor. The minimum
purchase order value (MOV) is $850 for these items.
Contract IFB 4937 Page 17 of 17