2012-224ORDINANCE NO. 2� 12-224
AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A THREE YEAR
CONTRACT FOR THE PURCHASE OF WATER AND SEWER SUPPLIES FOR THE CITY OF
DENTON WATER/WASTEWATER DEPARTMENT AND PROJECT 380; PROVIDING FOR
THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTNE DATE (BID
4973-THREE YEAR CONTRACT FOR WATER AND SEWER WAREHOUSE INVENTORY
AND PROJECT 380-PART A AWARDED BY L1NE ITEM TO THE LOWEST RESPONSIBLE
BIDDER MEETING SPECIFICATION 1N THE UNIT PRICE AMOUNTS SHOWN ON EXHIBIT
A FOR AN ANNUAL ESTIMATED EXPENDITURE OF $1,000,000 AND A THREE YEAR
ESTIMATED TOTAL OF $3,000,000, AND PART B AWARDED TO FORTILINE
WATERWORKS 1N THE ESTIMATED AMOUNT OF $530,563.12).
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 therefore; 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 NUMBER
4973 1, 3-15, 21-24, 26-37, 40, 44-47, 61,
80-91, 95-96, 99, 103-105, 107-115,
125-129, 134-135, 138, 140, 142,
147, 152-155, 161, 163, 166-167,
173-184, 186-219, 222-223, 227-228,
257, 275, 278-280, 282, 284, 292,
295, 306-308, 315-316, 323, 326-
327, 329, 330, 332-350, 364-376,
378, 380-387, 403, 407-408, 410-
412, 419, 421-423
VENDOR
Morrison Supply Company
AMOUNT
Exhibit A -
Part A
4973 2, 116, 277, 304-305, 363, 377, 388- Texas Water Products, Inc. Exhibit A-
390, 404-405 Part A
BID ITEM
NUMBER NUMBER VENDOR AMOUNT
4973 25, 38-39, 69, 73, 75, 106, 117-118, Ferguson Waterworlcs
132-133, 141, 146, 148, 150, 157-
160, 220-221, 224-226, 229-230,
232-251, 258-267, 269, 271-273,
276, 281, 283, 285-287, 294, 302-
303, 310, 312
4973 136-137, 139, 143-145, 149, 151,
293, 394-396
4973 16-19, 41-43, 58-60, 62-68, 70-72,
74, 76-79, 94, 97, 119-124, 130-131,
162, 164-165, 168-172, 185, 231,
252-256, 268, 270, 274, 288-291,
313-314, 319-322, 324-325, 328,
331, 351-362, 406, 409, 413, 418
4973
4973
4973
4973
Part B: 1-25, 27-55
398-401
391-393, 397, 402
48-57, 92, 98, 100-102, 296-301,
309, 311, 317-31 S
HD Supply
Fortiline Waterworlcs
Fortiline Waterworlcs
Metron-Farnier LLC
Badger Meter, Inc
PowerSeal Pipeline
Products
Exhibit A -
Part A
Exhibit A -
Part A
Exhibit A -
Part A
Exhibit A -
Part B
Exhibit A -
Part A
Exhibit A -
Part A
Exhibit A -
Part 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 4973 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 /�t� day of ".G��'�fi , 2012.
��� � /ll�
. � . � .. • � . � r
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: �
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: - .
4-ORD- 4973
EXHIBIT A - PART A
IFB # 4973
DATE: 7/17/2012
Description: Three Year contract for Water & Sewer Inventory - Exhibit A, Part A
Item DDC Item Lowest Price's
No. QTy' UoM No Description Manufacturer �NDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR
Morrison Texas Water Ferguson HD 3upply Fortiline Metron- Badger Meter, PowerSeal
Supply products, Inc. Waterworks Waterworks Waterworks Farnier LLC Inc. Pipeline
Company Products
Waxahachie, McKinney, Dallas, Boulder, Milwaukee, Wichita Fal]s,
Principle Place of Business: TX Fort Worth, TX TX TX Haltom City, TX CO WI TX
�,
n � � � � �� ; � � �, � � �
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,:
b � �EGTTOI!7 �.�:" '' � �" �
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_, �
� ..... ' r� �� �.W_, _ _�.� . • - �r e . � ., . r Mt x�a � ,
� ._a ... , .P �
1 5 EA 89040010 BOX, VALVE EXTENSION 24" $75.70
2 ] 85 EA 89040020 BOX, VALVE LID Tyler $15.50
3 70 EA BOX, VALVE RISER 1 1/2" W/ SET $86 2�
89040036 SCREWS
4 110 EA BOX, VALVE RISER I" W/ SET $g1.76
59040035 SCREW
5 416 EA BOX, WATER METER 34-A SHORT $92.75
89040005 (14" DEEP)
6 167 EA 89040000 BOX, VALVE BASE $44.45
7 219 EA 89040030 BOX, VALVE TOP SECTION 10" $38.19
8 135 EA 89040050 BOX, WATER METER 34-B LONG $98.91
9 63 EA 89040040 BOX, WATER METER SSA $251.29
] 0 28 EA gg040060 BOX, WATER METER LID SSA&548A $101.03
11 312 EA $OX, WATER METER LID FOR �27.30
89040025 34A/S
12 61 EA 89040100 BOX, WTR METER 548A �247.77
13 10 EA 89040031 BOX,VALVE TOP SECTION 16" $53.57
14 25 EA BOX, VALVE SHORT (SEWER $63.05
89040055 ONLY)
15 25 EA BOX, METER PLASTIC MARKED $94.55
89040001 SEWER
, y ¢ � , � �,° :
;.. .� � � ��° _ .� � . r °� —: �`� _ . x.
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_ , � � _ � � :>, _ .. , �.r_ n..���,, Q - .:;^SE,C'R1(?N'S M.
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..._„� � . �
.�. r � . �,-�-a a� _� . _ � �e_.� ,.�...� � ��
16 5 EA MANHOLE ADNSTMENT RING, $21.65
89030051 HDPE 24" X 2"
17 5 EA �NHOLE ADNSTMENT RING, $42.00
89030054 HDPE 24" X 4"
18 5 EA M��OLE ADJL)STMENT RING, �21.65
89030052 HDPE 24"X1.5"
19 5 EA MANHOLE ADJUSTMENT RING, 521.65
89030053 HDPE 24"X1.5" WEDGE
20
21 22 EA �NHOLE, LID 300-24 SANITARY $138.67
89030000 SEWER
22 69 EA 89030024 MANHOLE, RING 400-24 $lb9_ll
23 5 EA MANHOLE, LID 30" SANITARY $195.54
89030020 SEWER
24 5 EA 89030015 MANHOLE, RING 30" $187.77
25 5 EA �NHOLE, ADNSTMENT RISER
89030039 300X24 1 1/2" ST $237_00
26 5 EA MANHOLE, ADNSTMENT KISER $256.96
89030037 300X24 2 1/Z" ST
EXHIBIT A - PART A
IFB # 4973
DATE: 7/17/2012
Description: Three Year contract for Water & Sewer Inventory - Exhibit A, Part A
Item DDC Itero Lowest Price's
No. Q�'' UoM No Description Manufacturer �'NDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR
Morrison Texas Water Ferguson HD Supply Fortiline Metron- Badger Meter, PowerSeal
Supply products, Inc. Waterworks Waterworks Waterworks Farnier LLC Inc. Pipeline
Company Products
Waxahachie, McKinney, Dallas, Boulder, Milwaukee, Wichita Falls,
Principle Place of Business: TX Fort Worth, TX TX TX Haltom City, TX CO WI TX
27 5 EA ��OLE, ADNSTMENT RISER $2� ��
89030038 300X24 2" ST
2$ 5 F� MANHOLE, ADJUSTMENT RISER $286.00
89030045 300X24 4" ST
29 5 EA MANHOLE, ADNSTMENT RISER $419.48
89030047 300X24 6" ST
30 5 EA �NHOLE, ADNSTMENT RISER $315.23
89030034 400X24 I I/2 ST
31 8 EA ��OLE, ADJUSTMENT RISER $315.23
89030040 400X24 1" ST
32 5 EA M���LE, ADNSTMENT RISER $325.39
89030032 400X24 2 3/4" ST
33 10 EA MANHOLE, ADNSTMENT RISER
89030033 400X24 2" ST $315.23
34 6 EA MANHOLE, ADNSTMENT RISER $325.39
89030030 400X24 3" ST
35 5 EA MANHOLE, ADNSTMENT RISER $374.45
89030031 400X24 4" ST
36 9 EA �NHOLE, ADNSTMENT RISER $392.69
89030035 400X24 6" ST
37 77 EA MANHOLE, LID 400-24 SANITARY $170.15
89030010 SEWER
38 166 EA GASKET, FLEXIBLE STRIPS 2" x 42" Henry Co �52.67
21062200
39 31 EA 67006020 MANHOLE SEALENT General Sea] $3.15
�� � � i �S�CTIQN. G �' _ � ' �' �
40 5 EA SLEEVE, TAPPING 12" X 12" SST MJ �983.69
67039980
41 5 EA 67039340 SLEEVE, SOLID DI MJ 12" LONG $Za23�
42 5 EA 67039220 SLEEVE, SOLID DI MJ 4" LONG �58.76
43 23 EA 67039260 SLEEVE, SOLID DI MJ 6" LONG �84.75
44 14 EA 67039300 SLEEVE, SOLID DI MJ 8" LONG $58.15
45 5 EA SLEEVE, SOLID DI MJ 16" LONG �366.57
46 S EA SLEEVE, SOLID DI MJ 18" LONG �507.19
47 5 EA SLEEVE, SOLID DI MJ 20" LONG $�15.29
48 5 EA SLEEVE, TAPPING 10" X 6" SST MJ $437.06
67039750
49 6 EA SLEEVE, TAPPING 12" X 6" SST MJ $447.56
67039900
50 2 EA SLEEVE, TAPPING 12" X 8" SST MJ �563.22
67039950
51 17 EA SLEEVE, TAPPING 6" X 6" SST MJ $379.39
67039660
EXHIBIT A - PART A
IFB # 4973
DATE: 7/17/2012
Description: Three Year contract for Water & Sewer Inventory - Exhibit A, Part A
Item DDC Item Lowest Price's
No. Q�'' UoM No Description Manufacturer VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR
Morrison Texas Water Ferguson HD Supply Fortiline Metron- Badger Meter, PowerSeal
Supply products, Inc. Waterworks Waterworks Waterworks Farnier LLC Inc. P�Peline
Company Products
Waxahachie, McKinney, Dallas, Soulder, Milwaukee, Wichita Falls,
Principle Place of Business: TX Fort Worth, TX TX ,l,X Haltom Ciry, TX CO WI TX
52 10 EA SLEEVE, TAPPING 6" X 4" SST MJ $302.70
67030490
53 10 EA SLEEVE, TAPPING 8" X 4" S3T M] $329•43
67039550
54 10 EA SLEEVE, TAPPING 12" X 4" SST MJ 536516
67039850
55 13 EA SLEEVE, TAPPING 8" X 8" SST MI �503.83
67039650
56 8 EA SLEEVE, TAPPING 8" X 6" S3T MJ $400.22
67039600
57 5 EA SLEEVE, TAPPING 10" X 8" S5T MJ �549.23
67039800
58 11 EA EBAA MEG-A-LUG GLAND KIT 12" $74J0
67040800 C-900
59 17 EA EBAA MEG-A-LUG GLAND KIT 4" G �23.70
67040600 900
60 42 EA EBAA MEG-A-LUG GLAND KIT 6" G 530.40
67040650 900
61 19 EA EBAA MEG-A-LUG GLAND KIT 8" C- $42.75
67040700 900
62 11 EA C� MEG-A-LUG GLAND KIT 12" �68.70
63 18 EA EBAA MEG-A-LUG GLAND KIT 4" $Z�.80
Cl/DI
64 43 EA C� MEG-A-LUG GLAND KIT 6" $25.50
65 20 EA EBAA MEG-A-LUG GLAND KIT 8" $35.10
Cl/DI
66 5 EA EBAA MEG-A-LUG GLAND KIT 16" $120.00
DI CL52
67 5 EA EBAA MEG-A-LUG GLAND KIT 18" $159.50
DI CL52
68 5 EA EBAA MEG-A-LUG GLAND KIT 20" $194.70
DI CL52
69 5 EA BOLT SET FOR 12" TAPPING VALVE $18.50
67082179
70 5 EA BOLT SET FOR 4" TAPPING VALVE $5.20
67082175
71 5 EA BOLT SET FOR 6" TAPPING VALVE $8-20
72 5 EA BOLT SET FOR 8" TAPPING VALVE �8.85
67082177
73 7 EA BOLT/GASKET SET-12" FLANGE $17.50
67082174 PACK
EXHIBIT A - PART A
IFB # 4973
DATE: 7/17/2012
Description: Three Year contract for Water & Sewer Inventory - Exhibit A, Part A
Item DDC Item Lowest Price's
No. Qty' UoM No Description Manufacturer �NDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR
Morrison Texas Water Ferguson HD Supply Fortiline Metron- Badger Meter, PowerSeal
Supply products, Inc. Waterworks Waterworks Waterworks Farnier LLC Inc. Pipeline
Company Products
Waxahachie, McKinney, Dallas, Boulder, Milwaukee, Wichita Falls,
Principle Place of Business: TX Fort Worth, TX Tx TX xa�com Csri,'['x CO wI Tx
74 5 EA BOLT/GASKET SET-4" FLANGE $5.20
67082170 PACK
75 SS EA BOLT/GASKET SET-6" FLANGE $8.50
67082171 PACK
76 5 EA B�LT/GASKET SET-8" FLANGE $$ 75
67082172 PACK
77 5 EA BOLT/GASKET SET-16" FLANGE $36.85
PACK
78 5 EA BOLT/GASKET SET-18" FLANGE $57_90
PACK
79 5 EA BOLT/GASKET SET-20" FLANGE $65.80
PACK
80 17 EA CLAMP, FULL CIRCLE l2" X 7.5" Smith Blair $56.19
67052160 SST
81 20 EA CLAMP, FULL CIRCLE 2" X 15" SST Smith Blair �48.91
67052180
82 30 EA CLAMP, FULL CIRCLE 2" X 7.5" SST Smith Blair �2fi.32
67052050
83 5 EA CLAMP, FULL CIRCLE 2.S' X 7" SST Smith Blair $25.90
67052060
84 7 EA 67052200 CLAMP, FULL CIRCLE 4" X 15" SST Smith Slair $59.61
85 10 EA 67052080 CLAMP, FULL CIRCLE 4" X 7_5" SST Smith Blair $3132
86 116 EA CLAMP, FULL CIRCLE 6" X 15" SST Smith Blair $66.40
67052220
87 76 EA CLAMP, FULL CIRCLE 6" X 7.5" SST Smith Blair $34.69
67052100
88 5 EA CLAMP, FULL CIRCLE 8" X 15" SST Smith Blair $78.10
67052204
89 21 EA CLAMP, FULL CIRCLE 8" X 7.5" 3ST Smith Blair $40.93
67052120
90 50 EA CLAMP, FULL CIRCLE 8"x15" SST Smith Blair �78.10
67052240
91 17 EA CLAMP, FULL CIRCLE 12"X20" SST Smith Blair $148.41
67052290
92 5 EA 6705202� CLAMP, LEAK 2" X 6" SST $26.46
93
94 ] 74 EA CLAMP, BANDING ST 51" LENGTH �3.20
67044730
95 12 EA 67052440 CLAMP, REPAIR 1 1/2" SST Smith Blair $3.75
96 20 EA 67052400 CLAMP, REPAIR I" SST Smith Blair $3.37
97 5 EA 67052360 CLAMP, REPAIR 1/2" SST Ford $4.23
98 5 EA 67052460 CLAMP, REPAIR 2" SST $7_67
EXHIBIT A - PART A
IFB # 4973
DATE: 7/17/2012
Description: Three Year contract for Water & Sewer Inventory - Exhibit A, Part A
Item DDC Item Lowest Price's
No. Qty' UoM No Descripfion Manufacturer �NDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR
Morrison Texas Water Ferguson HD Supply Fortiline Metron- Badger Meter, PowerSeal
Supply products, Inc. Waterworks Waterworks Waterworks Farnier LLC Inc. P�Peline
Company Products
Waxahachie, McKinney, Dallas, Boulder, Milwaukee, Wichita Falls,
Principle Place of Business: TX Fort Worth, TX TX TX Haltom City, TX CO WI TX
99 22 EA 67052380 CLAMP, REPAIR 3/4" SST Smith Slair $3.20
]00 5 EA 67052520 CLAMP, TAP 4"X3/4" SST $6435
]O1 7 EA 67052580 CLAMP, TAP 6"X1" SST $6630
102 5 EA 67052620 CLAMP, TAP 8"X1" SST $70.00
103 5 EA VALVE,GATE FL X MJ ] 6" Clow $4,089.28
104 7 EA 67082530 VALVE, GATE FL x M7 12" Clow $1,164.00
] OS 44 EA 67082500 VALVE, GATE FL x MJ 6" Clow �388:18
106 4 EA 67082510 VALVE, GATE FL x MJ 8" �606.00
107 5 EA 67082490 VALVE, GATE FL x MJ 4" Clow 5290.42
108 2 EA 67070150 VALVE, GATE 2" TH Clow $185_64
109 6 EA VALVE, GATE 2" BRONZE TH CL200 NIBCO $97.00
67070100
110 7 EA 67082030 VALVE, GATE FL 4" WHEEL Clow $301.60
111 35 EA 67082000 VALVE, GATE FL 3" WHEEL Clow �269.88
112 5 EA 67082160 VALVE, GATE MJ 12" Clow $1,219.92
113 6 EA 67082080 VALVE, GATE MI 4" Clow $304.46
114 7 EA 67082100 VALVE, GATE MJ 6" Clow $388.18
115 24 EA 67082120 VALVE, GATE MJ 8" Clow 5485.00
116 5 EA VALVE, GATE MJ 16" Clow $4,020.00
117 5 EA VALVE, GATE MJ 18" Mueller $7,315.00
118 5 EA VALVE, GATE MJ 20" Mueller $8,787.00
119 8 EA 67039030 PLUG, VALVE MJ 6" Sigma $37.75
120 3 EA 67039050 PLUG, VALVE MJ 8" Sigma $67.75
121 5 EA 67082400 VALVE, TAPPING 12" MJ x FL �1,172.00
122 2 EA 67082200 VALVE, TAPPING 4" MJ x FL �30630
123 5 EA 67082250 VALVE, TAPPING 6" MJ x FL �390.85
124 5 EA 67082300 VALVE, TAPPING 8" MJ x FL $622.50
125 39 EA 67070120 VALVE, BALL 2" FIP-FIP AY McDonald $167.21
126 19 EA 67069600 VALVE, BALL 3/4"-3/4" CFL-FIP AY McDonald $43.55
127 6 EA VALVE, BALL METER 1.5" PJ x FL AY McDonald �125.99
67069700
128 16 EA 67069750 VALVE, BALL METER 2" PJ x FL AY McDonald 5213.45
129 5 EA 67069007 VALVE, DOUBLE CHECK 2" AY McDonald $206.63
130 5 EA 67039010 PLUG, VALVE MJ 4" 523.00
131 5 EA PLUG, VALVE MJ 12" $131_00
EXHIBIT A - PART
IFS # 4973
DATE: 7/17/2012
Description: Three Year contract for Water & Sewer Inventory - Exhibit A, Part A
Item DDC Item Lowest Price's
No. QTy' UoM No Descripfion Manufacturer �NDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR
Morrison Texas Water Ferguson HD Supply Fortiline Metron- Badger Meter, PowerSeal
Supply products, Inc. Waterworks Waterworks Waterworks Farnier LLC Inc. P�Peline
Company Products
Waxahachie, McKinney, Dallas, Boulder, Milwaukee, Wichita Falls,
Principle Place of Business: ,I,X Fort Worth, TX Tx ,I.x Haltom City, rx Co WI TX
; .., ..., _ 6,: -; '� -' � . , . -,-+�- �° ' �- i` � �� � � .-.�.... �m ,�.,P�, � � _s: .�i �,�`�.� �` � �� r, .f..,.s."�_:.?. �"w �i
n �„
. . � . _-_ :. t,,.'� , � �, � . ,.'e�� � = 7" �..a»�TL�4���� .
a
�� .> ... ».r�.,. ., �r.. s �„- _ .-,� �_... .. . „ - " _� -, e°,.,.� :.A' .m+ " �
,....... _ .�;.. �_`�a. �r.. . .. _ _ . , �t .,.- �< x.. _� . .
132 5 EA �DRANT, 2" POST STYLE, 3' BURY, Mueller 51,022.66
34060340 ONE 2.5" NOZZLE, RED
133 5 EA HYDRANT COLLISION REPAIR KIT- � $88.00
34062030 KENNEDY
134 5 EA HYDRANT COLLISION REPAIR KIT - HRPI �86.63
34062050 US PIPE
135 5 EA H1'DRANT EXTENSION 12" H�� $201.60
34063012 WATEROUS
136 7 Bp HI'DRANT EXTENSION 12" Mueller $371.00
34063080 MUELLER
137 5 EA �'DRANT EXTENSION 12" OLD Mueller $371.00
34063090 STYLE MUELLER
138 5 EA HYDRANT EXTENSION 18" HRPI $231.00
34063018 WATEROUS
139 5 EA HYDRANT EXTENSION 18" OLD Mueller $427.00
34063085 STYLE MUELLER
140 5 EA HYDRANT EXTENSION 24" HRPI �260.45
34063019 WATEROUS
141 5 EA HYDRP`NT EXTENSION 36" �p�aterous $174.88
34063021 WATEROUS
142 5 EA HYDRANT EXTENSION 6" $172.17
34063006 WATEROUS
143 5 EA HYDRANT EXTENSION 6" NEW $321_00
34063060 STYLE MLTELLER
144 11 EA �IYDRANT FLANGE GASKET (Part Mueller $8Z0
34062060 only)
34062010 �IyDg,9NT MAIN VALVE REPAIR
]45 5 EA �T - OLD MUELLER Mueller $399.00
146 ] 3 EA �062020 gyD}tANT MAIN VALVE REPAIR Mueller $279.36
KIT-NEW MUELLER
147 5 EA �'DRANT MAIN VALVE REPAIR $592.22
34062040 KIT - WATEROUS
148 5 EA HYDRANT MAIN VALVE REPAIR HRP/US Pipe $267.71
34062045 KIT - US PIPE
149 10 EA HYDRANT MAIN VALVE-MUELLER Mueller $93.00
34062140 (Part Only)
150 5 EA fIYDRANT MAIN VALVE- gRp/Waterous 516211
34063200 WATEROUS (Part Only)
151 20 EA HYDRANT SAFETY FLANGE Mueller $152.00
34062000 REPAIR KIT - MUELLER
152 10 EA HYDRANT EXTENSION 6" US PIPE $159.59
34063201
EXHIBIT A - PART A
IFB # 4973
DATE: 7/17/2012
Description: Three Year contract for Water & Sewer Inventory - Exhibit A, Part A
Item DDC Item Lowest Price's
No. Q�'' UoM No Description Manufacturer �NDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR
Morrison Texas Water Ferguson HD Supply Fortiline Metron- Badger Meter, PowerSeal
Supply products, Inc. Watenvorks Waterworks Waterworks Famier LLC Ina P�Peline
Company Products
Waxahachie, McKinney, Dallas, Boulder, Milwaukee, Wichita Falls,
Principle Place of Business: TX Fort Worth, TX TX � Haltom Ciry, Tx CO WI TX
153 ] 0 EA HYDRANT EXTENSION 12" US PIPE $190.67
34063202
154 10 EA �DRANT SAFETY FLANGE $86.63
34063203 REPAIR KIT - US PIPE
155 20 EA HYDR.ANT TRAFFIC REPAIR KIT 250 $86.63
34063210 PSI - WATEROU3
156
157 5 EA HYDRANT, FIRE 3' BURY Mueller/Waterous �1,476.60
158 5 EA 34060150 HYDRANT, FIRE 4' BURY Mueller/Waterous 51,548.62
159 33 EA 34060200 HYDRANT, FIRE 5' BURY MuelledWaterous $1,620.49
HYDRANTSAFETYFLANGE
160 5 EA REPAIR KIT (OLD STYLE) - Mueller $11435
34062005 MUELLER
161 21 EA 44b91250 WRENCH, FIRE I-IYDRANT Reed $19.75
_,- „-_,` ++a r .-..,�`�,�;...-� .. r '�� a,�>. .. .: '��.'�r� :�: .' „ � _ �w:� : -:. �;�_.*�... :z»^5 , �.�a.,�v w; r-v r s ��.� �,�,-+..a-e�,":�;R:�ro.�. � �`.»..:z'-. :�:a�:: �x� ��'e� _�:�., ��..� `�'i
r. . .. .: _
� ����� ��.. �
- . � , a.w�.�.: ��._�>..� ...,,,t� - . _ ,_ ,. . __> . „<_..9-,-.� .-...,.». . ., ._.. . ._,..
162 5 EA 67039080 CAP, PIPE DI MJ 12" $123.30
163 5 EA 67039040 CAP, PIPE DI MJ 8" Sigma $58.16
164 16 QT 67006010 PIPE COMPOUND SEALANT $22.00
165 5 COIL T��G, HDPE 1 1/2", l00' COIL $66.00
67025000 LENGTH
166 5 EA 67039000 CAP, PIPE DI MJ 4" Si�ma $22.40
167 16 EA 67039020 CAP, PIPE DI MI 6" Si�ma $32.41
168 35 COIL TUBING, HDPE 2", 100' COIL $lOS.00
67025020 LENGTH
169 23 [t1, ENCASEMENT, LDPE 29" X 200' $52.00
67025400 ROLL
170 5 �, ENCASEMENT, LDPE 52" X 200' $100.50
ROLL
]71 5 ]u, ENCASEMENT, HDPE 5Z" X 200' $373.70
ROLL
] 72 5 RL POLY TAPE 2" X 100' 10 MIL 53.95
173 5 EA 67040550 BEND, 22 1/2° DI ]2" MJ Sigma $293.64
174 20 EA 67040350 BEND, 45° DI 12" MJ Signa $271.71
175 5 EA BEND, 90° DI 12" MJ Siana $323.19
] 76 5 EA 67040400 BEND, 22 1/2° DI 6" MJ Sigma $96.77
177 39 EA 67040200 BEND, 45° DI 6" MJ 5igma $9152
178 5 EA BEND, 90° DI 6" MJ Sigma $103.44
179 5 EA 67040450 BEND, 22 1/2° DI 8" MJ Sigma $199.73
180 7 EA 67040250 BEND, 45° DI 8" MJ Sigma $134.42
181 5 EA BEND, 90° DI 8" MJ Si�ma 5165.89
182 S EA BEND, 22 1/2° DI 16" MJ Si�ma $575.83
EXHIBIT A - PART A
IFB # 4973
DATE: 7/17/2012
Description: Three Year contract for Water & Sewer Inventory - Exhibit A, Part A
Item DDC Item Lowest Price's
No. Qty' UoM No Description Manufacturer �NDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR
Morrison Texas Water Ferguson HB Supply Fortiline Metron- Badger Meter, PO�'erSeal
Supply products, Inc. Waterworks Waterworks Waterworks Farnier LLC Inc. Pipeline
Company Products
Waxahachie, McKinney, Dallas, Boulder, Milwaukee, Wichita Falls,
Principle Place of Susiness: TX Fort Worth, TX TX TX Haltom City, TX CO WI TX
] 83 5 EA BEND, 45° DI 16" MJ Sigma 556439
] 84 5 EA BEND, 90° DI 16" MJ Sigma �732.19
185 5 EA BEND, 22 1/2° DI 18" MJ $714.45
] 86 5 EA BEND, 45° DI 18" MJ Sigma $721.70
187 5 EA BEND, 90° DI 18" MJ Sie�na 51,05538
188 5 EA BEND, 22 1/2° DI 20" MJ Si�na $93Z64
189 5 EA BEND, 45° DI 20" MJ Sigma 5766.51
190 5 EA BEND, 90° DI 20" MJ Sie,fna $1,192.fi6
191 5 EA BEND, ll 1/4 DI 12" MJ Si�ma $335.59
192 5 EA BEND, 1 I 1/4 DI 16" MJ Si�ma $575.83
193 � EA BEND, 11 1/4 DI 18" MJ Sigma $740.29
194 5 EA BEND, ll 1/4 DI 20" MJ Sigma 5940.97
195 5 EA 67058030 GLAND KIT MJ ] 0" Sigma $2336
196 116 EA 67058040 GLAND KIT MJ 12" Sigma $2431
197 23 EA 67058000 GLAND KIT MJ 4" Sigma $10.49
198 283 EA 67058010 GLAND KIT MJ 6" Sigma $14.30
199 143 EA 67058020 GLAND KIT MJ 8" Sigma $16.2I
200 70 EA 67036020 iNSERT STIFFENER 1 1/2" ST, HDPE Jones $338
201 267 EA rNSERT STIFFENER 2" ST, HDPE Jones $5.87
67036D40 TUBING CTS
202 5 EA 67044350 PLUG, PUSH IN 12" DI Sigrrta $134.42
203 5 EA 67044335 PLUG, PUSH IN 6" DI Si�na $28.12
204 5 EA 67044345 PLUG, PUSH 1N 8" DI Sigma 538.13
205 27 EA 67044360 TEE, 12x6x12 ( MJxFLxMJ) DI Sigma $46715
206 9 EA 67044430 TEE, 6x6x6 (MJXFLXMJ) DI Sigma �216.89
207 10 EA 67044355 TEE, 8x6x8 ( MIxFLxMJ) DI Sigma $238.34
208 5 EA TEE, 16x6x16 (MJxFLxMJ) DI 3i�na $1,009.62
209 5 EA TEE, 16x8x16 (MJ�LxMJ) DI Sigma $1,026.30
210 5 EA TEE, 16x12x16 (MJxFLxMJ) DI Sigma �1,450.77
211 5 EA TEE, 18x6x18 (MJxFLxMJ) DI Sigma �1,109.72
212 5 EA TEE, 18x8x18 (MhcFLxMJ) DI Sigma $1,126.38
213 5 EA TEE, 18x12x18 (MJxFLxM]) DI Sigma $1,176.50
214 5 EA TEE, 20x6x20 (MJxFLxMJ) DI Sigma $1,761.65
215 5 EA TEE, 20x8x20 (MJxFL�cIvIJ) DI Sigma $1,39335
216 5 EA TEE, 20x12x20 (MJxFLxMJ) DI Sigma $1,605.�0
��� 5 � HOSE, SEWER FLUSH 1" X�00' piranha $2,189.00
46077000 ROLL
218 5 �, HOSE, SEWER FLUSH 3/4" X 500' piranha $1,665.00
46077100 ROLL
219 13 EA PUMP, UTILITY HAND OPERATED 6' $eckson $26.00
72006000 HOSE
EXHIBIT A - PART A
IFB # 4973
DATE: 7/17/2012
Description: Three Year contract for Water & Sewer Inventory - Exhibit A, Part A
Item DDC Item Lowest Price's
No. Q�'' UoM No Description Maoufacturer �NDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR
Morrison Texas Water Ferguson HD Supply Fortiline Metron- Badger Meter, PowerSea]
Supply products, Ina Waterworks Waterworks Waterworks Farnier LLC Inc. P�Peline
Company Products
Waxahachie, McKinney, Dallas, Boulder, Milwaukee, Wichita Falls,
Principle Place of Business: TX Fort Worth, TX TX TX Haltom Ciry, Tx CO WI TX
4� �.�.r�. �s v. ' : A.. .W:. ' rt�'E' O1V F` , � � �-�: �E�w�u�n � , �° �`�`±r�a ; � � `= � � �
�_._.. . ! , ._.,., � � .� 9�,�� � � �-. .� � G'II.. . . .... _, m.... � � "
220 21 EA COUPLING, WATER 1 1/2" MIP-PJ Mueller $33.46
67037330
221 32 EA 67037060 COUPLING, WATER I]/2" PJ-PJ Mueller $48.06
222 132 EA 67037320 COUPLING, WATER 1" MIP-P7 AY McDonald $12.28
223 56 EA 67037050 COUPLING, WATER 1" PJ-PJ AY McDonald $14.44
224 ] 89 EA 67037340 COUPLING, WATER 2" MIP-P7 Mueller 548.75
225 �7 EA 67037350 COUPLING, WATER 2" PJ-PJ Mueller $64.91
226 83 EA 67037100 COUPLING, WATER 3/4" MIP-PJ Mueller �10.24
227 54 EA 67037020 COUPLING, WATER 3/4" PJ-PJ AY McDonald $12.62
228 5 EA COUPLING, WATER ELL 3/4" CFL- AY McDonald $11.07
67037150 FIP
229 34 EA COUPLING, METER 2 BOLT 1 1/2" Smith Blair �22.38
89045020 STRAIGHT, FL X FL
230 92 EA COUPLING, METER 2 BOLT 2" Smith Blair 527.14
89045040 STRAIGHT, FL X FL
231 26 EA COUPLING, METER EXPANSION �14.00
89045000 3/4"
232 42 EA 67037400 ELBOW, 90° BRASS 3/4" FIP-FIP AY/Mueller/Merit �3.37
233 12 EA 67037460 ELBOW, 45° BRASS 2" FIP-FIP AY/Mueller/Merit �18.52
234 83 EA 67037410 ELBOW, 90° BRASS 1" FIP-FIP AY/Mueller/Merit 55.19
235 7 EA 67037420 ELBOW, 90° BRASS 1.5" FIP-FIP AY/Mueller/Merit �10.33
236 65 EA 67037450 ELBOW, 90° BRASS 2" FIP-FIP AY/Mueller/Merit 516.80
237 90 EA NIPPLE, BRASS, 1" CLOSE (ALL AY/Mueller/Merit $2.20
67037620 THREADED)
238 47 EA 67037700 NIPPLE, BRASS, 1" X 4" LONG AY/Mueller/Merit $4.75
239 41 EA 67037660 NIPPLE, BRASS, 3/4" X 2" LONG AY/Mueller/Merit �1.89
240 59 EA NIPPLE, BRASS, 2" CLOSE (ALL AY/Mueller/Merit $6S9
67037740 THREADED)
241 59 EA 67037780 NIPPLE, BRASS, 1"X 6" LONG AY/Mueller/Merit $6.99
242 29 EA 67037775 NIPPLE, BRASS, 1 1/2" X 6" LONG AY/Mueller/Merit $12.28
243 5 EA 67037710 NIPPLE, BRASS, 1 1/4" X 6" LONG AY/Mueller/Merit $9.47
244 45 EA 67037690 NIPPLE, BRASS, 1" X 2" LONG AY/Mue]ledMerit $2.72
245 9 EA 67037720 NIPPLE, BRASS, ].5" X 2" LONG AY/MuelledMerit $4.63
246 9 EA 67037730 NIPPLE, BRASS, I.5" X 4" LONG AY/MuelledMerit $8.33
247 70 EA 67037750 NIPPLE, BRASS, 2" X 4" LONG AY/Mueller/Merit $10.69
248 148 EA 67037760 NIPPLE, BRASS, 2" X 6" LONG AY/Mueller/Merit $15.80
249 51 EA NIPPLE, BRASS, 3/4" CLOSE (ALL AY/Mueller/Merit $1.48
67037610 THREADED)
250 17 EA 67037670 NIPPLE, BRASS, 3/4" X 4" LONG AY/Mueller/Merit 53.27
251 I 1 EA 67037680 NIPPLE, BRASS, 3/4" X 6" LONG AY/Mueller/Merit 54.79
EXHIBIT A - PART A
IFB # 4973
DATE: 7/17/2012
Description: Three Year contract for Water & Sewer Inventory - Exhibit A, Part A
Item DDC Item Lowest Price's
No. Q�' UoM No Descriprion Manufacturer �NDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR
Monison Texas Water Ferguson HD Supply Fortiline Metron- Badger Meter, PowerSeal
Supply products, Inc. Waterworks Waterworks Waterworks Farnier LLC Ina Pipeline
Company Products
Waxahachie, McKinney, Dallas, Boulder, Mi]waukee, Wichita Falls,
Principle Place of Business: TX Fort Worth, TX TX TX Haltom City, TX CO WI TX
252 217 EA COUPLING, STRAIGHT METEIt, Ford �10.50
89045140 BRASS, 1" x 2.5" MIP
253 42 EA COUPLING, STRAIGHT METER, Ford �13.80
89045150 BIi�1SS, 1" x 3" MIP
254 45 EA COUPLING, STRAIGHT METER, Ford $23.70
89045160 BRASS, 1" x 8.5" MIP
255 102 EA COUPLING, STRAIGHT METER, Ford $6.80
89045110 BRASS, 3/4" x 2.5" MIP
256 82 EA COUPLING, STRAIGHT METER, Ford $8-25
89045115 B�SS, 3/4" x 3" NIIP
257 522 EA COUPLING, STRAIGHT METER, AY McDonald S17.34
89045120 BK.4SS, 3/4" x 8.5" MIP
258 7 EA 67037805 PLUG, BRASS 1 1!2" TH AY/Mueller/Merit $5.02
259 26 EA 67037804 PLUG, BRASS 1" TH AY/Mueller/Merit $2.65
260 13 EA 67037810 PLUG, BRASS 2" TH AY/Mueller/Merit $4.92
261 18 EA 67a37802 PLUG, BRA3S 3/4" TH AY/Mueller/Merit $2.01
262 24 EA BELL REDUCER, BRASS 1" X 3/4" AY/MuelledMerit $5.55
67037820 FIP-FIP
263 10 EA �DUCER BUSHING, HEX, BRASS, AY�ueller/Merit �739
67037900 1.5" X 3/4"
264 8 EA �DUCER BUSHING,HEX,BRASS AY/Mueller/Merit $1.83
67037870 3/4" X 1/2"
265 47 EA �DUCER BUSHING, HEX, BRAS3, AY/Mueller/Merit $2.78
67037880 1 " X 3/4"
266 7 EA �DUCER BUSHING,HEX,BRASS, AY/Mueller/Merit $6.05
67037910 1.5"Xl"
267 57 EA �DUCER BUSHING,HEX,BRA33, AY/Mueller/Merit $10.79
67037920 2"X1"
268 9 EA �DUCER BUSHING,HEX,BRASS, $9.10
67037960 2"X1.5"
269 41 EA �DUCER BUSHING,HEX,BRASS, AY/Mueller/Merit 57.49
67037940 2"X3/4"
270 11 EA 67038080 TEE, BRASS, 1 1/2" X 1 1/2" TH $14.70
271 38 EA 67038040 TEE, BRASS, 1" X 1" TH AY/MuelledMerit $4.22
272 59 EA 67038100 TEE, BRASS, 2° X 2" TH AY/Mueller/Merit $4.22
273 11 EA 67038020 TEE, BRASS, 3/4" X 3/4" TH AY/Mueller/Merit $2•78
274 58 EA 67043260 COUPLING, BRASS, 1" FIP-FIP �4.30
275 58 EA 6704325D COUPLING, BRASS, 3/4" FIP-FIP AY McDonald $2.84
276 15 EA COUPLING, BRASS, 1 1/2" FIP-FIP AY/Mueller/Merit �656
67037280
277 70 EA 67037300 COUPLING, BRASS, 2" FIP-FIP $13.80
EXHIBIT A - PART A
IFB # 4973
DATE: 7/17/2012
Description: Three Year contract for Water & Sewer Inventory - Exhibit A, Part A
Item DDC Item Lowest Price's
No. Qry' UoM No Descripfion Manufacturer �NDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR
Momson Texas Water Ferguson HD Supply Fortiline Metron- Badger Meter, PowerSeal
Supply products, Inc. Waterworks Waterworks Waterworks Farnier LLC Inc. P�Peline
Company Products
Waxahachie, McKinney, Dallas, Soulder, Milwaukee, Wichita Falls,
Principle Place of Susiness: TX Fort Worth, TX TX TX Haltom City,'rX Co wI TX
278 14 EA COUPLING, BRASS COMPRESSION Jones �12.66
STRAIGHT, 1 1/2"XS"
67043180
279 13 EA COUPLING, BRASS COMPRESSION Jones $30.43
67043200 STRAIGHT, 2"XS"
280 19 EA COUPLING, BRASS COMPRESSION Jones $10.93
STRAIGHT, 3/4"XS"
67043120
281 17 EA VALVE, BALL ANGLE METER 1" FIP Mueller $69.21
67�69003
282 83 EA VALVE, BALL ANGLE METER 1" PJ AY McDonald $78.74
67069005
283 59 EA VALVE, BALL ANGLE METER 3/4" Mueller $45.48
67069000 FIP
284 38 EA VALVE, BALL ANGLE METER 3/4" AY McDonald $52.47
67069002 PJ
285 249 EA VALVE, BALL CORPORATION 1" PJ Mueller $42.54
67069100
286 47 EA VALVE, BALL CORPORATION 2" PJ Mueller �155.77
67069250
287 ]0 EA VALVE, BALL CORPORATION 3/4" Mueller $32.33
67069050 PJ
288 41 EA VALVE, BALL STRAIGHT SERVICE Ford �55.90
67069550 I" FIP-FIP
289 275 EA VALVE, BALL STRAIGHT SERVICE Ford 562.40
67069500 1" PJ-FIP
290 37 EA VALVE, BALL STRAIGHT SERVICE Ford �35_95
67069400 3/4" FIP-FIP
291 61 EA VALVE, BALL STRAIGHT SERVICE Ford $40.60
67069300 3/4" P]-FIP
292 414 pR ADAPTER BUSHING, METER 3/4" X AY McDonald $6.61
89045010 1"
293 16 EA VALVE, BALL ANGLE METER 2" PJ Mueller $212.00
67069006
294 6 EA PALVE, BALL ANGLE METER 1 1/2" Mueller $165.96
295 16 EA VALVE, BALL ANGLE METER 2" FIP AY McDonald $184.19
. , „
, � � _.,
= ,� ' A � ^�. � �
a,
_a
�aE� �w .; ..��. � .. ��� �.� ...., �� .. SE�CT�O1'�"C _ ���
�. �
� _.��. . �. �. �
,
_ n , �.. ,. .._ �..� ._ � �. , _ ... . .. . .. :;. r. . _.... ���"
_� u_ ... �_ �..,..- �.._,. ,. � .�. �. ,
_ _ ..:.
296 38 EA 67052860 SADDLE TAP,BRAS5,6"Xl" 569.71
297 5 EA 67052800 SADDLE TAP,BRASS,4"Xl" 548.14
298 5 EA 67052820 SADDLE TAP,BRASS,4"X2" $60.64
299 5 EA 67052840 SADDLE TAP,BRASS,6"X3/4" 570.20
300 59 EA 67052920 SADDLE TAP,BRASS,8"Xl" �78•81
EXHIBIT A - PART A
IFB # 4973
DATE: 7/17/2012
Description: Three Year contract for Water & Sewer Inventory - Exhibit A, Part A
Item DDC Item Lowest Price's
No. Q�'' UoM No Description Manufacturer �NDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR
Morrison Texas Water Ferguson HD Supply Fortiline Metron- Badger Meter, Power3ea]
Supply products, Inc. Waterworks Waterworks Waterworks Farnier LLC Inc. P�Peline
Company Products
Wa�cahachie, McKinney, Dallas, Soulder, Milwaukee, Wichita Falls,
Principle Place of Business: TX Fort Wonh, TX ,I.X ,i,X Haltom City> � Co w� Tx
301 5 EA 67052900 SADDLE TAP,BRASS,B"X3/4" $78•�l
302 64 EA SADDLE, TAP WYE, FLEXIBLE 4" Femco 533.32
67044720 (SEWER)
303 22 EA SADDLE, TAP WYE, FLEXIBLE 6" Femco $45.22
67044725 (SEWER)
304 5 EA SADDLE,TAP 20"X1" CSC, DIAPER $143.25
67052888 (16" X 24")
305 5 EA SADDLE,TAP 20"X2" CSC, DIAPER $143.25
67052889 (16" X 24")
306 5 EA 67052970 SADDLE,TAP,10"Xl" BRASS AY McDonald $108.55
307 130 EA 67052999 SADDLE,TAP,12"XI" BRASS AY McDonald $127.05
308 7 EA 67052995 SADDLE,TAP,12"X2" BRASS AY McDonald 5145.91
309 5 EA 67052991 SADDLE,TAP,16"Xl" BRASS $232.30
310 5 EA SADDLE,TAP 16"Xl" CSC, DIAPER Smith Blair $123.53
67052997 (16" X 24")
311 5 EA 67052992 SADDLE,TAP,16"X2" BRASS 5256.21
3]2 5 EA SADDLE,TAP 16"X2" CSC, DIAPER Smith Blair �123.53
67052998 (16" X 24")
313 5 EA SADDLE,TAP,18"Xl" BRASS Ford $442.3�
314 5 EA SADDLE,TAP,18"X2" BRASS Ford $44235
315 5 EA 67052993 SADDLE,TAP,20"X1" BRASS AY McDonald $437.62
316 5 EA 67052994 SADDLE,TAP,20"X2" BRASS AY McDonald $437.62
317 19 EA 67052950 SADDLE,TAP,8"X2" BRASS $86.20
318 19 EA 67052880 SADDLE TAP,BRASS,6"X2" $74J0
319 10 EA GASKET, FULL FACE RED RUBBER $2.30
67058640 4" X 1/8"
320 ] 0 EA GASKET, FULL FACE RED RUBBER $2��
4" X 1/16"
321 10 EA GASKET, FULL FACE RED RUBBER $4.70
67058680 8" X 1/8"
322 10 EA GASKET, FULL FACE RED RUBBER � ��
8" X 1/16"
323 5 EA 67058740 GASKET, MJ 4" EPDM Si�ma $9.35
324 ] 0 EA GASKET, FULL FACE RED RUBBER 53.50
6" X 1/8"
325 10 EA GASKET, FULL FACE RED RUBBER $3.50
67058660 6" X 1/16"
r .S�C�TON FT �,s... �' ��; � � � � �" ���M �;. �
326 11 EA ADAPTER, SEWER 10"PVG10"PVC Shearguard 552.25
67058280
327 258 EA 67058250 ADAPTER,SEWER4"PVC-4"PVC Shearguazd $16.08
328 67 EA 67058260 ADAPTER, SEWER 6"PVC-6"PVC Shearguard $46.75
329 52 EA 67058270 ADAPTER, SEWER 8"PVC-8"PVC Shear�uard 545.47
EXHIBIT A - PART
IFB # 4973
DATE: 7l17/2012
Description: Three Year contract for Water & Sewer Inventory - Exhibit A, Part A
Item DDC Item Lowest Price's
No. Q�'' UoM No Description Manufacturer �NDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR
Morrison Texas Water Ferguson HD Supply Fortiline Metron- Badger Meter, PowerSea]
Supply products, Inc. Waterworks Waterworks Watenvorks Farnier LLC Inc. P�Peline
Company Products
Waxahachie, McKinney, Dallas, Boulder, Milwaukee, Wichita Falls,
Principle Place of Business: TX Fort Worth, TX TX TX Haltom Cicy, Tx CO WI TX
330 36 EA ��TER, SEWER ECCENTRIC Shearguazd $47.09
67058190 10"V C P-10 "P V C
331 5 EA �APTER, SEWER ECCENTRIC Sheazguazd $73.20
67058210 12" V C P-12"P V C
332 217 EA ADAPTER, SEWER ECCENTR.IC ghear�uard $17.83
67058110 4"VCP-4"PVC
333 250 EA ��TER, SEWER ECCENTWC. Sheazguard �25.99
67058130 6"VCP-6"PVC
334 72 EA ADAPTER, SEWER ECCENTRIC Shearguard �35.77
67058170 8"VCP-8"PVC
335 17 EA 67044050 BEND, PVC, 22 1/2° X 4" BXB GPK $4.41
336 81 EA 67044040 BEND, PVC, 22 1/2° X 4" BXS GPK S4_19
337 19 EA 67044060 BEND, PVC, 22 1/2°X 6" BXS GPK $8.25
338 8 EA 67044080 BEND, PVC, 22 1/2° X 8" BXS GPK $26.44
339 362 EA 67044000 BEND, PVC, 45° X 4" BXS GPK $3.97
340 72 EA 67044020 BEND, PVC, 45° X 6" BXS GPK $7.94
341 14 EA 67044070 BEND, PVC, 45° X 8" BXS GPK �23.96
342 10 EA NEW BEND, PVC, 90° X 6" B X S GPK $10.50
343 10 EA NEW BEND, PVC, 90° X 8" B X S GPK $29.17
344 10 EA �DUCER, PVC 6" X 4" B X S GPK �5.35
NEW ECCENTRIC
345 ] 0 EA �CUCER, PVC S" X 6" B X 3 GPK $23.80
NEW ECCENTRIC
346 10 EA CLEANOUT, CI, 4" WITH GASKET 2 BH $56.99
NEW BOLTS
347 567 EA 67044290 CLEANOUT, PVC, 4" GPK $1.65
348 567 EA NEW CLEANOUT PLUG, PVC, 4" GPK $I.IS
349 63 EA 67044295 CLEANOUT, PVC, 6" GPK �1036
350 63 EA NEW CLEANOUT PLUG, PVC, 6" GPK 55.59
351 419 JT PIPE, PVC, WATER, 12", 20' JT, DR-18 $270.00
67025320
352 8 JT PIPE, PVC, SEWER, 10", 13' JT, SDR35 $6538
67025100
353 10 JT PIPE, PVC, SEWER, 12", 13' JT, SDR35 $93.94
67025120
354 292 JT PIPE, PVC, SEIVER, 4", 14' JT, SDR35 510.78
67025050
355 97 7T PIPE, PVC, SEWER, 6", 14' JT, SDR35 $23.24
67025060
356 213 JT PIPE, PVC, SEWER, 8", 14' JT, SDR3> 541.72
67025080
EXHIBIT A - PART A
IFB # 4973
DATE: 7/17/2012
Description: Three Year contract for Water & Sewer Inventory - Exhibit A, Part A
Item DDC Item Lowest Price's
No. Q�'' UoM No Description Manufacturer �NDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR
Monison PowerSeal
Su 1 Texas Water Ferguson HD Supply Fortiline Metron- Badger Meter, pipeline
pp y Products, Inc. Waterworks Waterworks Waterworks Farnier LLC Inc.
Company Products
Wasahachie, McKinney, Dallas, Soulder, Milwaukee, Wichita Falls,
Principle Place of Business: TX Fort Worth, TX TX TX Haltom Ciry, TX CO WI TX
357 12 JT PIPE, PVC, WATER, 4", 20' JT, DR-] 8 537.40
67025200
358 159 JT PIPE, PVC, WATER, 6", 20' JT, DR-18 �74.00
67025250
359 5 JT PIPE,DI,WATER, 16", 18' JT, CL52 �865.98
360 5 JT PIPE,DI,WATER, 18",18' JT, CL52 �1,124.10
361 5 IT P]PE,D],WATER, 20", 18' JT, CL52 $1,101.60
362 175 JT PIPE, PVC, WATER, 8", 20' JT, DR-18 $128.40
67025300
363 5 EA p�E GASKET LUBRICANT, 1/2 �30.00
67006005 GALLON
364 5 EA WYE, PVC 45° 10"X10"X4" BXBXB GPK $70.07
67044598
365 5 EA WYE, PVC 45° 10"X10"X4" BXBXS GPK $68.04
67044595
366 59 EA 67044500 WYE, PVC 45° 4"X4"X4" BXSXB GPK $7.61
367 108 EA 67044520 WYE, PVC 45° 4"X4"X4" BXBXS GPK $9.88
368 39 EA 67044560 WYE, PVC 45° 6"X6°X4" BXBXS GPK $15.44
369 6 EA 67044540 WYE, PVC 45° 6"X6"X4" BXBXS GPK 515.44
370 1 EA 67044565 WYE, PVC 45° 6"X6"X6" BXBXS GPK �18.72
37] 77 EA 67044580 WYE, PVC 45° 8"X8"X4" BXBXB GPK $23.03
372 16 EA 67044575 WYE, PVC 45° 8"X8"X4" BXBX3 GPK $22.92
373 10 EA 67044590 WYE, PVC 45° 8"X8"X6" BXBXB GPK $27.47
374 6 EA 67044585 WYE, PVC 45° 8"X8"X6" BXBXS GPK $27.47
375 14 EA 67044570 WYE, PVC, 45° 6"x6"x6" B�cBxB GPK $17.48
376 10 EA WYE, PVC, 45° 8"X8"X8" B X B X B GPK $47.89
NEW
377 10 EA WYE, PVC, 45° 8"X8"X8" B X B X S 570.00
NEW
,� t- �, _, � ° : �. �` � .� �`-� '"'" r �� � � �
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, _.. , . ,. .,.. _m .: _,_ ��= � � , .� -s �CTION �� .
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378 413 EA �SETTER, COPPER, ANGLE BALL AY McDonald $66.67
67037201 VALVE, 3/4" X 7"
379
380 84 EA �SETTER, COPPER, ANGLE BALL AY McDonald $69.66
89045615 VALVE, 3/4" X 12°
381 40 EA �SETTER, COPPER, ANGLE BALL AY McDonald �7238
89D45610 VALVE, 3/4" X 15"
382 10 EA �SETTER, COPPER, FLANGED AY McDonald $742.85
67037202 BALL VALVE, 1 1/2 X 18"
383 10 EA �SETTER, COPPER, FLANGED AY McDonald $726.19
BALL VALVE, 1 1/2 X 14"
EXHIBIT A - PART A
IFB # 4973
DATE: 7/17/2012
Description: Three Year contract for Water & Sewer Inventory - Exhibit A, Part A
Item DDC Item Lowest Price's
No. QTy' UoM No Description Manufacturer �NDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR
Morrison Texas Water Ferguson HD Supply Fortiline Metron- Badger Meter, PowerSeal
Supply products, Inc. Waterworks Waterworks Waterworks Farnier LLC Ina P�Peline
Company Products
Waxahachie, McKinney, Dallas, Boulder, Milwaukee, Wichita Falls,
Principle Place of Business: TX Fort Worth, TX TX TX Haltom Cicy, TX CO WI TX
384 15 EA �SETTER,COPPER, FLANGED AY McDonald $803.10
67037204 SALL VALVE, 2" X 18"
385 ]5 EA �SETTER,COPPER, FLANGED AY McDonald �803.10
BALL VALVE, 2" X 14"
386 24 EA �SET7'ER,COPPER, ANGLE BALL AY McDonald 138.82
67037208 VALVE, 1"X ]0"
387 24 EA �SETTER,COPPER, ANGLE BALL AY McDonald 144.19
VALVE, 1"X 15"
388 8 � PIPE, COPPER TCTBING, TYPE K, $355.00
67023000 3!4"x100' ROLL
389 59 �., PIPE, COPPER TUBING, TYPE K, $435.00
67023100 1 "XI00' ROLL
390 20 RL PIPE, COPPER TUBING, TYPE K, $261.00
67023050 1 "X60' ROLL
.,�: .. .;' ' ? ; "� �r -„ _^� ' �:?`�,"�," -`"'�'�`�;�tg Y1'°"*�� rr4; ,�s=s "m''', .s ; '-�'* xrrt��..�r'�.--....�.�.Fa- �.'ti
,� �.�-� .. *�� � �
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,
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391 25 EA METER, WATER 3/4" X 3/4" DIRECT
89045205 READ $61.75
392 29 EA METER, WATER 1 1/2" DIRECT
89045300 RE.4D, FL $26� 8Q
393 88 EA METER, WATER 1" DIRECT READ $92.70
89045250
394 93 EA 89045350 METER, WATER 2" DIRECT READ, Neptune $330.00
395 21 EA �TER, WATER 2" HP TURBINE Neptune �420.00
89045360 DIRECT READ, FL
396 1288 EA METER, WATER 5/8" X 3/4" DIRECT Neptune �32.95
89045200 READ
397 7 EA METER, WATER FIRE HYDRANT 3" 5694.40
89045600
398 5 EA METER, WATER SNGL JET,S260-3"+ �1,949.00
89045465
399 12 EA METER, WA`fER,SINGLE JET, 5175+ �1,869.00
89045460
400 5 EA METER, WATER,SINGLE JET, S440+ $2,849
89045475
401 5 EA METER WATER,SNGL JET,S260-4"+ $2,198.00
89045470
402 5 EA �TER,WATER 3" TURBINE
DIRECT READ, FL, 2" TEST PORT �580.27
EXHIBIT A - PART A
IFB # 4973
DATE: 7/17/2012
Descripfion: Three Year contract for Water & Sewer Inventory - Exhibit A, Part A
Item DDC Item Lowest Price's
No. Q�' UoM No Description Manufacturer �'ENDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR
Morrison Texas Water Ferguson HD Supply Fortiline Metron- Badger Meter, PowerSeal
Supply products, Inc. Waterworks Waterworks Waterworks Famier LLC Inc. P�Peline
Company Products
Waxahachie, McKinney, Dalias, Boulder, Milwaukee, Wichita Falls,
Principle Place of Business: ,I,X Fort Worth, TX TX TX Haltom City, TX CO WI TX
�``� �.�:.R� � � sE�'riorl'�: �° -'� 4 �.� � � '�t � �� � � 4 � �� „��= �.�. �
403 64 EA KEY, WATER METER BOX , BRASS BH �9.84
89046000
404 7 EA KEY, WATER METER BOX, FORD $19.00
89046050
405 6 EA LID ONLY, WATER METER BOX, $25.00
89040070 FORD A OR C STYLE, 11 _5"
406 5 EA LID ONLY, WATER METER SOX, 55 Si ma
89040028 SIZE �° �30.00
407 5 EA LID ONLY, WATER METER BOX, 548 Sigma $24.00
SIZE
4D8 5 EA LID ONLY, WATER METER BOX, 34 Sigma $11.50
89040027 SIZE
409 1450 PR LOCK & SPRING, BRASS, METER
89040026 BOX LID �15.25
� e � -� ":� ,� : �a�- ;;, "' °�S�ECTIO�Z. `�'� , .,�� � � ��k�;�,� _: , �s-;. �, _,� .,:: *ry
.. . . .. , , r. v__ a �.aa y . �..
410 245 EA BOLT, HEX, LOCK WASHER, NUT $1.00
32020400 1/2" X 2 1/2" SST
411 706 EA BOLT, HEX, LOCK WASHER, NUT g1.00
32020380 1/2" X 2" SST
412 8 EA BOLT, T-HEAD, NUT, 3/4" X 3 1/2" $5.00
32020420 SST
413 5 EA BOLT, T-HEAD, ANTI-ROTATION,
32020450 NU'T 3/4" X 4" SST $7��
418 11 EA 44538090 HAMMER/PiJLLER, MANHOLE LID $190.00
419 252 GA 67006000 LUBRICANT, PIPE $10.96
421 5 EA UPPER STEM, FIRE HYDRANT, ST, $95a0
30460205 MUELLER
422 5 EA 67038260 iJNION, BRASS, 1 1/2" TH AY McDona]d $21.16
423 9 EA 67038280 iJNION, BRASS, 2" TH AY McDonald $32.53
EXHIBIT A - PART A
IFB # 4973
DATE: 7/17/2012
Description: Three Year contract for Water & Sewer Ioventory - Exhibit A, Part A
Item DDC Item Lowest Price's
No. Qty' UoM No Description Ma�ufacturer �NDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR VENDOR
Morrison Texas Water Ferguson HD Supply Fortiline Metron- Badger Meter, PowerSea]
Supply products, Inc. Watenvorks Waterworks Waterworks Famier LLC Inc. P�Peline
Company Products
Waxahachie, McKinney, Dallas, Boulder, Milwaukee, Wichita Falls,
Principle Place of Business: TX Fort Worth, TX TX TX Haltom Ciry, Tx CO WI TX
2 Weeks
* xLarge valves
Stock 12 See line
Delivery can be made within weeks after receipt of order_ Wee� 1- 4 Weeks 2 Weeks items & fittings can 3 Weeks 30 Days ARO 1-2 Weeks
take 6-21
weeks
Bidder is an authorized bidder, by the manufacturer, and is authorized to sell to Yes N/A Yes Yes Yes Yes N/A Yes
Addendum # 1 Yes Yes Yes Yes Yes Yes Yes Yes
Addendum # 2 No Yes Yes Yes No No Yes No
PaymentTermDis�eounts ' �« � . _�=� � �_,� �..�<� ..'- ,. ,� � �:,--�� ��....� �'��' �.�.���`���` ��. �e;: v �� , :� , ,
e
..a �.. u �
Payment terms for the City of Denton are typically 30 days. ���
Invoice Paid in 20 days 0.00% 0.00% 0.00% 0.00% $0.00 0.00% 0.00% 0.00%
Invoice Paid in 15 days 0.00% 0.50% 0.00% 0.00% $0.00 0.00% 0.00% 0.00%
Invoice Paid in 10 days 0.00°/a 1.00% 0.00% 0.00% $0.00 0.00% 0.00% 0.00%
Details
*Prices shall be bid FOB Destination
IFB # 4973
Exhibit A- Part B
DATE: 7/17/2012
Description: 3 Year contract for Water & Sewer Inventory & Project 380- Exhibit A Part B
Item Est. UoM Description VENDOR
No. Qty.
Fortiline
Waterworks
Principle Place of Business: Haltom City, TX
1 30 EA BOX, VALVE LID $22.50
2 30 EA BOX, VALVE BASE $44.90
3 30 EA BOX, VALVE TOP SECTION 10" $38.70
4 6 EA SLEEVE, TAPPING 12" X 12" SST MJ $1,139.10
5 3 EA SLEEVE, SOLID DI MJ 16" LONG $370.40
6 3 EA SLEEVE, SOLID DI MJ 20" LONG $520.70
7 15 EA ESAA MEG-A-LUG GLAND KIT l2" C-900 $75.10
8 18 EA EBAA MEG-A-LUG GLAND KIT 6" C-900 �30.40
9 10 EA EBAA MEG-A-LUG GLAND KIT 8" C-900 $43.20
10 9 EA EBAA MEG-A-LUG GLAND KIT 16" DI CL52 $120.00
11 81 EA EBAA MEG-A-LUG GLAND KIT 20" DI CL52 $194.70
12 2 EA BOLT/GASKET SET-12" FLANGE PACK $18.40
13 8 EA BOLT/GASKET SET-6" FLANGE PACK $8.10
14 1 EA BOLT/GASKET SET-8" FLANGE PACK $8.75
15 1 EA BOLT/GASKET SET-16" FLANGE PACK $36.85
16 2 EA VALVE, GATE FL x MJ 12" $1,172.00
17 12 EA VALVE, GATE FL x MJ 6" $390.85
18 2 EA VALVE, GATE FL x MJ 8" $622.50
19 1 EA VALVE,GATE FL X MJ 16" $4,117.30
20 8 EA VALVE, GATE MJ 12" $1,228.30
21 2 EA VALVE, GATE MJ 8" $970.70
22 2 EA VALVE, GATE MJ 16" $4,117.25
23 3 EA VALVE, GATE MJ 20" $8,093.70
24 1 EA PLUG, VALVE MJ 6" $37.70
25 1 EA PLUG, VAVLE MJ 12" $131.00
27 150 RL POLY TAPE 2" X 100' 10 MIL �3.95
28 27 RL ENCASEMENT, LDPE 52° X 200' ROLL $100.55
29 27 RL ENCASEMENT, HDPE 52° X 200' ROLL $374.00
30 975 EA RACI SPACER F41 �9.75
31 30 EA 16" STAINLESS CASING SPACER 30" �99.00
32 30 EA 20" STAINLESS CASING SPAC�R 40" $148.50
33 I EA REDUCER 16" X 12" MJ $554.90
34 1 EA REDUCER 20" X 12" MJ �683.00
35 1 EA REDUCER, 20" X 16" SEB �733.60
36 6 EA BEND, 45° DI 12" MJ $274.55
37 2 EA BEND, 90° DI 12" MJ $326.55
38 l0 EA BEND, 45° DI 6" MJ $92.50
39 6 EA BEND, 45° DI 8° MJ $135.80
40 6 EA BEND, 11 1/4 DI 20° MI $950.80
41 6 EA BEND, 22 1/2° DI 20" MJ $947.45
42 10 EA BEND, 45° DI 20" MJ $774.50
43 16 EA GLAND KIT MJ 12" $40.50
44 30 EA GLAND KIT MJ 6" $20.26
45 12 EA GLAND KIT MJ 8" $26.55
46 1 EA TEE, 16x6x16 (MJxFL�cMJ) DI $1,020.15
47 1 EA TEE, 16x12x16 (MJxFLxMJ) DI $1,097.70
48 11 EA TEE, 20x6x20 (MJxFLxMJ) DI $1,780.10
49 2 EA TEE, 20x8x20 (MJxFL�vIJ) DI $1,407.90
SO 2 EA TEE, 20x12x20 (MJxFLxMJ) DI $1,621.80
IFB # 4973
Exhibit A- Part B
DATE: 7/17/2012
Description: 3 Year contract for Water & Sewer Inventory & Project 380- Exhibit A Part B
Item Est. UoM Description VENDOR
No. Qty.
Fortiline
Waterworks
Principle Place of Business: Haltom City, TX
51 1 EA TEE, 20X16X20 (MJxFLxMJ) DI $1,712.15
52 20 JT P1PE, PVC, WATER, 12", 20' JT, DR-18 $270.00
53 25 JT PIPE, PVC, WATER, 6", 20' JT, DR-18 $74.00
54 84 JT PIPE,DI,WATER, l6", 18' JT, CL52 $865.98
55 250 JT PIPE,DI,WATER, 20", 18' JT, CL52 $1,101.60
PROJECT 380 TOTAL $530,563.12
2 Weeks-*Large
Delivery can be made within weeks after receipt of order. valves & fittings can
take 21 weelcs.
Bidder is an authorized bidder, b the manufacturer, and is authorized to sell to the Ci of Denton? Yes No N/A N/A
Addendum # 1 YES
Addendum # 2 NO
Pa ment Term Discounts
Payment terms for the City of Denton are typically 30 days.
Invoice Paid in 20 days 0.00%
Invoice Paid in l5 days 0.00%
Invoice Paid in 10 days 0.00%
*Prices shall 6e bid FOB Destination
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND MORRISON SUPPLY COMPANY FOR THREE
YEAR CONTRACT FOR SUPPLY WATER AND SEWER INVENTORY
IFB 4973
THIS CONTRACT is made and entered into this 11 day of September A.D., 2012, by
and between Morrison Supply Company a corporation, whose address is 3480 South I-35
East,Waxahachie,TX 76117 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 — Three Year Contract for Supplv of Water and Sewer Inventor�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 �le at the office 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 �rst above written.
� SUPPLIER
BY:
�
' AUTHORIZED SIGNATURE
! f r,,6
Date: �1�'.1"�.0 )�
Name: C' !gl !7�
Title: ��� �
CITY OF D NTO
BY: �--
EORG C. CAMPBELL, CITY MANAGER
DATE: % z /3/ / �
�
ATTEST
BY:
� G���
JE ER WALTERS, CITY SECRE ARY
APPROVED A$TO LEGAL FORM:
BY: -
1NITA BUR ESS, AT RNEY
Contract IFB 4973 Page 2 of 16
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 Contract/Purchase Order these written provisions will take precedence.
By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be governed by
the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified
in the Contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goods, and
Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase Services to be performed principally at the
City's premises or on public rights-of-way.
1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the
Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the
Contract and all applicable Federal, State, and local laws, rules, and regulations.
2. EFFECTIVE 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 shail 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 charg�s. 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 Contractor's, or the Contractor's
Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the
Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to
the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTtVE 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
Contract IFB 4973 Page 3 of 16
conforming tender within the time allotted in the contract.
Contract IFB 4973 Page 4 of 16
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 differ from expected conditions.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which
they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in
participating or responding to a solicitation or while in the course and scope of delivering goods or services under a
City of Denton contract or on the City's property .
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.
Contract IFB 4973 Page 5 of 16
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar
days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at
the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum
lawful rate; except, if payment is not timely made for a reason for which the City may withhold
payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for
withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the 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 CiYy 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.
Contract IFB 4973 Page 6 of 16
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 5ubcontractors, 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 other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or
otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like
deliverables under similar terms of purchase.
Contract IFB 4973 Page 7 of 16
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 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
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 4973 Page 8 of 16
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
Contract IFB 4973 Page 9 of 16
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
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
Contract IFB 4973 Page 10 of 16
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 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 901 B 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
Contract IFB 4973 Page 11 of 16
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� 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 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
Contract IFB 4973 Page 12 of 16
shall complete and submit the City's Conf�ict of Interest Questionnaire (Attachment B).
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee
relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor.
The Contractor agrees and understands that the Contract does not grant any rights or privileges established for
employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or
sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform
the services hereunder according to the attached specifications at the general direction of the City Manager of the City of
Denton, Texas, or his designee under this agreement.
45. A5SIGNMENT-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.
Contract IFB 4973 Page 13 of 16
Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or
jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the
parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any
competent authority as contemplated herein.
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
Contract IFB 4973 Page 14 of 16
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.4ov/davisbacon/Uc.html
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
losses 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 performances called for in the Contract. The Respondent shall
retain all such records for a period of four (4) years after the expiration of the Contract, or until the 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 4973 Page 15 of 16
EXHIBIT C
SPECIAL TERMS AND CONDITIONS
Contract Terms
Successful vendor(s) will be awarded a THREE (3) 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
The City will implement an escalation/de-escalation price adjustment quarterly. The
escalation/de-escalation will be based upon manufacturer published pricing sheets to
the vendor. The price will be increased or decreased based upon the quarterly
percentage change in the manufacturer's price list. The price adjustment will be
determined quarterly from the award date. Should the change exceed or decrease 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. The vendor must
submit or make available the manufacturers pricinq sheet used to calculate the
bid proposal, to participate in the escalation/de-escalation clause.
Deliverv
Delivery shall be made F.O.B. to the City of Denton Warehouse. Delivery shall be
made within two weeks A.R.O., unless otherwise noted on the bid proposal submitted
by bidder.
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(c�citvofdentan.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.
Contract IFB 4973 Page 16 of 16
1FB # 4973 - EXHIBIT D
EXP1RATlON DATE SEPTEMBER 11, 2015
Description: Three Year contract fm• Water & Sewer Inventory
Item DDC Item
No. Q�' UoM �,o Descrlption VENDOR
Morrison
Supply
Company
Principle Place of Business: �'��achie,
TX
S�+CTLQNA �, ° =� . ..e... A � � � _ _� : ��.. ��_
, � _ __.,.._
1 5 EA 89040010 BOX, VALVE EXTENSION 24" $75.70
2 185 EA 8g040020 BOX, VALVE L1D
3 70 EA BOX, VALVE RISER 1 1/2" W/ SET SCREWS $86.27
89040D36
4 110 EA BOX, VALVE RISER I" W/ SET SCREW �81J6
89040035
5 4l6 EA BOX, WATER METER 34-A SHORT (14" DEEP) �92.75
89040005
6 167 EA 8904000D BOX, VALVE BASE $44.45
7 219 EA 89040030 BOX, VALVE TOP SECTION 10" $38.19
8 135 EA 89040050 BOX, WATER METER 34-B LONG $98.91
9 63 EA 89040040 BOX,WATERMETERSSA $251.29
10 28 EA BOX, WATER METER LID SSA&548A $101.03
69040060
1 L 312 EA BOX, WATER METER LID FOR 34A/B $27.30
69�40025
12 61 EA 89D40100 BOX, WTRMETER548A $247.77
13 10 EA 89040031 BOX,VALVE TOP SECTION l6" $53.57
14 25 EA BOX, VALVE SHORT (SEWER ONLY) $63.05
89040055
IS 25 EA BOX, METER PLASTIC MARKED SEWER $94.55
8904DOD1
a�E`�'17��V � , . . �= :
21 22 EA NIANHOLE, LID 300-24 SAMTARY SEWER $138.67
890300D0
22 69 EA 89D30024 MANHOLE, RING 400-24 $169.11
23 5 EA MANHOLE, LID 30" SAMTARY SEWER $195.54
89030020
24 5 EA 88030015 MANFIOLE, [tING 30" $187.77
26 5 EA MA�OLE, ADNSTMENT RISER 300X24 2 1/2" gy56.96
89030037 ST
27 5 EA MANHOLE, ADNSTMENT RISGR 300X24 2" ST �234.77
89030038
28 5 EA 1vIANHOLE, ADJl1STMENT RISER 300X24 4" ST $286.00
89030045
29 5 EA NIANHOLE, ADJUSTMENT RISER 300X24 6" ST $419.48
89030D47
30 5 LA MANHOLE, AD7USTMENT RLSER 400X24 1 I/2 ST $315.23
89030034
3l 8 EA MANHOLE, AD.TUSTMENT RISER 400X24 1" ST $315.23
89030040
32 5 EA n4ANHOLE, ADJUSTMENT RISER 400X24 2 3/4" $325.39
89030032 ST
33 10 EA MANHOLE, ADNSTMENT RISER 400X24 2" ST 5315.23
89030033
34 6 EA MANHOLE, ADJUSTMENT RISER 400X24 3" ST $325.39
69030030
35 5 EA 89D30031 �'NHOLE, ADJUSTMENT RISER 400X24 4" ST $374.45
36 9 EA bIANHOLE, ADNSTNIENT RISER 400X24 6" ST $392.69
89D30035
37 77 EA MANHOLE, LID 400-24 SAMTARY SEWER $17015
89030010
� . . ... .. , .
a�E�TIO�[��t ._ _._ .: �:: � �� �-�� _ ' _
40 5 EA SLEEVE, TAPP[NG 12" X 12" SST M! �983.69
67039980
44 14 EA 67039300 SLEEVE, SOL[D DI MJ 8° LONG $58.15
45 5 EA SLEEVE, SOLID D[ MJ 16" LONG $366.57
46 5 EA SLEEVE, SOLID DI MJ 18" LONG 5507.19
47 5 EA SLEEVE, SOL[D DI MJ 2D" LONG $515.29
b l 19 EA EBAA MEG-A-LUG GLAND KIT 8" C-900 $42.75
67040700
IFB # 4973 - EXffiBIT D
EXPIRATION DATE SEPTEMBER 11, 2015
Description: Three Year contract for Water & Sewer Inventory
Item DDC Item
No. Qty' UoM No Descrlption VENDOR
Morrison
Supply
Company
Principle Placc of Business: Warahachie,
TX
80 17 EA CLAMP, FULL CIRCLE 12" X 7.5" SST $56.19
67052160
81 20 EA CLAN�, FULL CIRCLE 2" X l5" SST $48.91
67D52180
82 30 EA CLAMP, FULL CIRCLE 2" X 7.5" SST $26.32
67052050
83 5 EA CLAMP, FULL CIRCLE 2.5° X 7" SST $25.90
67052060
84 7 EA CLAMP, FULL CIRCLE 4" X 15" SST $59.61
67052200
85 10 EA CL.4b�, FULL CIRCLE 4" X 7.5" SST $31.32
67052060
86 1 l6 EA CLAMP, FULL CIRCLE 6" X IS" SST $66.40
67052220
87 76 EA CLAMP, FULL CIRCLE 6" X 7S" SST $34.69
67052100
88 5 EA CLAMP, FULL CIRCLE 8" X LS" SST $78.10
67052204
89 21 EA CLAMP, FULL CIRCLE 8" X 7.5" SST �40.93
67052120
9D 50 EA CLAMP, F[JLL CIRCLE 8"x15" SST $78.10
67052240
9l 17 EA CLAIv4', FULL CIRCLE 12"X20" SST 5148.41
67052290
95 12 EA 67052440 CLAMP, REPAIR l 1/2" SST $3J5
96 20 EA 67052400 CLAMP, REPAIR 1" SST $3.37
99 22 EA 67052380 CLAMP, REPAIR 3/4" SST $3.20
103 5 EA VALVE,GATE PL X MJ 16" $4,089.28
104 7 EA 67082530 VALVE, GATE FL x MJ 12" $1,164.00
105 44 EA 67082500 VALVE, GATE FL x MJ 6" $388.18
107 5 EA 6708249D VALVE, GATE FL x MJ 4" $290.42
108 2 EA 67070150 VALVE, GATE 2" TH $185.64
L09 6 EA VALVE, GATE 2" BRONZE TH CL200 $97.00
67070100
L 10 7 EA 67D82030 VALVE, GATE FL 4" WHEEL $301.60
111 35 EA 67082000 VALVE, GATE FL 3" WHEEL $269,88
112 5 EA 67082160 VALVE, GATE MJ 12" 51,219.92
113 6 EA 67082080 VAL VE, GATE Ml 4" $304.46
ll4 7 EA 67082100 VALVE, GATE M7 6" $38818
I 15 24 EA 67082120 VALVE, GATE MJ 8" $485.00
125 39 EA 67070120 VALVE, BALL 2" F[P-FIP $167.21
126 19 EA 67D69600 VALVE, BALL 3/4"-3/4" CFL-FIP $J3.55
127 6 EA VALVE, BALL METER 1.5" PJ x FL $125.99
67069700
] 28 ] 6 EA 67069750 VALVE, BALL METER 2" PJ x FL $213.45
129 5 EA 67068007 VALVE, DOUBLE CHECK 2" $206.63
�E�Ti61�FD ,. , _._ .
134 5 EA HYDRANT COLLISION REPAIR KI7 - US PIPE $86.63
34062050
135 5 EA HYDRANT EXTENS[ON 12" WATEROUS $201.60
34063012
138 5 EA HYDRANTEXTENSION 18" WATEROUS $23L00
34063016
140 5 EA HYDRANTEXTENSION24"WATEROUS $260.45
34063019
l42 5 EA HYDRANT EXTENSION 6" WATEROUS $172.17
34063006
147 5 EA HYDRANT MAIN VALVE REPAIR KIT - $S9z ZZ
34062040 WATEROUS
152 10 LA HYDftANT EXTENSION 6" US PIPE $159.59
34063201
153 10 EA HYDRANT EXTENSION 12" US PIPE $190.67
34063202
IFB # 4973 - EXHIBIT D
EXPIRATION DATE SEPTEMBER 11, 2015
Description: Th►•ee Year conh•act for Water & Sewer Inventory
Item DDC Item
No Qty. UoM No Description VENDOR
Morrison
Supply
Company
Principle Place of Business: W���achie,
TX
154 10 EA HYDRANT SAFETY PLANGE REPAIR HIT - US gg6.63
34063203 PIPE
155 20 EA HYDRANT TRAFFIC REPAIR HIT 250 PSI - gg6.63
34063210 WATEROUS
161 21 EA 44591250 WRENCH, FIRE HYDRANT $19J5
SPtiC'E�OT� L _... W . - ;:_s ; �
__ �..._�... _ ___
]63 5 EA 67039040 CAP, PIPE DI M7 S" $5816
166 5 EA 67039000 CAP, PIPE DI MJ 4" $22,40
167 16 EA 67039020 CAP, PIPE DI MJ 6" $32.41
173 5 EA 67040550 BEND, 22 1/2° DI 12" MJ $293.64
174 20 EA 67040350 BEND, 45° DI 12" MJ �271.71
175 5 EA BEND, 90° DI l2" MJ $323.19
176 5 EA 67040400 BEND, 22 1/2° DI 6" M] $96.77
��� 39 EA 67040200 BEND, 45° DI 6" MI $91.52
178 5 EA BEND, 90° DI 6" MJ $103.44
179 5 EA 67040450 BEND, 22 12° DI 8" MJ $199.73
180 7 EA 67040250 BEND, 45° DI S" M7 �134.42
]8] 5 EA BEND,90°D18"n47 �165.89
182 5 EA BEND, 22 1/2° DI 16" MJ $575.83
183 5 EA BEND, 45° DI 16" MJ $564.39
184 5 GA BEND, 90° DI 16" MJ $732.19
186 5 EA BEND, 45° DI IS" MJ $721.70
187 5 EA BEND, 90° DI l8" MJ $1,055.38
188 5 EA BEND, 22 1/2° DI 20" MJ �937.64
189 5 EA BEND, 45° D] 20" MJ $766.51
190 5 EA BEND, 90° DI 20" MJ $1,192.66
191 5 EA BEND, 1 I 1/4 DI 12" MJ $335.59
192 5 EA BEND, 11 1/4 DI 16" MJ 5575.83
l93 5 EA BEND, 1 l 1/4 D[ 18" MJ �740.29
194 5 EA BEND, 1 I 1/4 D[ 20" MJ $940.97
195 5 EA 67D58030 GLAND KIT MJ 10" $23.36
196 116 EA 67D58040 GLAND KIT MJ 12" $24.31
197 23 EA 67056000 GLAND KIT M14" $10.49
198 283 EA 67058010 GLAND K1T MJ 6" $14.30
199 l43 EA 67058020 GLAND KIT MJ S" $16.21
200 70 EA 67D36020 INSERT STIFFENER l 1/2" ST, HDPE TUI3iNG CTS $3.35
20I 267 EA W SERT STIFFENER 2" ST, HDPE TUBING CTS $5.87
67036040
202 5 EA 67044350 PLUG, PUSH IN 12" DI $134.42
203 5 EA 67044335 PLUG, PUSH IN G' DI $28.12
204 5 EA 67044345 PLUG, PUSH IN S" DI $38,13
205 27 EA 67044360 TEE, 12x6x12 ( MJ�cFLxMJ) DI $467.15
206 9 EA 67044430 TEE, 6x6x6 (M]XFLXMJ) DI $216.89
207 l0 EA 67044355 TEE, Sx6x8 ( MbcFL�vf.l) DI $238.34
208 5 EA TEE, 16x6x16 (MJxFL�vI7) DI $1,009.62
209 5 EA TEE, 16x8x16 (MJxFLxM7) DI $1,026.30
210 5 EA TEE, 16x12x16 (IviJ�L�IJ) DI 51,450.77
211 5 EA TEE, ISx6x18 (MJxF1.xMJ) DI $1,109.72
212 5 EA TEE, ISx8x18 (MJ�L�vi.n DI $1,126.36
213 5 EA TEE, 18x12x18 (MJ�'LxMJ) DI $1,176.SD
214 5 EA TEE, 20x6x20 (MbcFLuMJ) DI $1,761.65
215 5 EA TEE, 20x8x20 (MJxFL�cMJ) DI $1,393.35
2l6 5 EA TEE, 20x12x20 (MJxFL�cM7) DI $1,605.00
2l7 5 RL HOSE, SEWER FLUSH 1" X S00' ROLL $2,189.00
46077000
218 5 RL HOSE, SEWER FLUSH 3/4" X 500' ROLL �1,665.00
46D77100
219 13 EA PUtvIP, UT1L[TY HAND OPERATED 6' HOSE $26.00
72006000
3�+ G"PIQRV'.T+� ... . , . �.; _�._. , '_ ',- :.:
...__... , . . _._._ .. _..,. .
222 132 EA 67037320 COUPLING, WATER 1" MIP-P7 $12.28
IFB # 4973 - EXHIBIT D
EXPIRATION DATE SEPTEIVIBER 11, 2015
Description: Three Year contract for Water & Sewer Inventory
Item DDC Item
No. Q�' UoM No Description VENDOR
Morrison
Supply
Company
Waxahaclue,
Principle Place of Business: TX
223 56 EA 67037050 COUPLING, WATER 1" PJ-PJ $14A4
227 54 EA 67037020 COUPLING, WATER 3/4" PJ-PJ $12.62
228 5 EA COUPLING, WATER ELL 3/4" CFL-FIP $11.07
67037150
257 522 �p COUPLING, STRAIGHT METER, BRASS, 3/4" x e17.34
89045120 8.5" NIIP
275 58 EA 67043250 COUPLING, BRASS, 3/4" FIP-F[P $2.84
278 14 EA COUPLING, HRASS COMPRESSION STRAIGHT, 1 ry�Z,66
1/2"XS"
67043180
279 13 EA COUPLING, BRASS COMPRESSION STRAIGHT, y30.43
67043200 Z��XS��
280 19 EA COUPLING, BRASS COMPRESSION STRAIGHT, $10.93
3/4��X5��
67043120
282 83 EA VALVE, BALL ANGLE METER 1" PJ $78.74
670690D5
284 38 EA VALVE, BALL ANGLE METER 3/4" PJ $52.47
67069002
292 414 PR ADAPTER BUSHING, Iv�TER 3/4" X I" $6.61
89045010
295 1G EA VALVE, BALL ANGLE METER 2" FiP $184.19
SL�"1TON G.. . ., ; . _ __ :
._..,. > � � -
306 5 EA 67052970 SADDLE,TAP,10"Xl" BRASS $108.55
307 130 EA 67052999 SADDLE,TAP,l2"Xl" BRASS $127.05
308 7 EA 67052995 SADDLE,TAP,12"X2" BRASS �145.91
3I5 5 EA 67052993 SADDLE,TAP,20"Xl" BRASS �437,62
316 5 EA 67052994 SADDLE,TAP,20"X2" BRASS $437.62
323 5 EA 67058740 GASKET, MJ 4" EPDM $9.35
� . . _ � ,--
'
S1�G7'1U�H. __...y . �
326 11 EA ADAPTER, SEWER l0"PVGLO"PVC $52.25
67058280
327 258 EA 6705825D ADAPTER, SEWER4"PVG4"PVC $16.08
329 52 EA 67058270 ADAPTER, SEWER 8"PVG8"PVC �45.47
330 36 EA ADAPTER, SEWER ECCENTRIC 10"VCP-]0'PVC $47.09
67058190
332 217 EA 67058110 �APTER, SEWER ECCENTRIC 4"VCP-4"PVC $17.83
333 250 EA ADAPTER, SEWER ECCENTRIC. G"VCP-6"PVC $25.99
67058130
334 72 EA ADAPTER, SEWER ECCENTRIC 8"VCP-8"PVC $35.77
67058170
335 17 EA 67044050 BEND, PVC, 22 1/2° X 4" BXB $4.41
336 81 EA 67044040 BEND, PVC, 22 1/2° X 4" BXS $4.19
337 l9 EA 67044060 BEND, PVC, 22 1/2°X 6" BXS $8.25
338 8 EA 67044080 BEND, PVC, 22 1/2° X 8" BXS $26.44
339 362 EA 67044000 BEND, PVC, 45° X 4" BXS $3.97
340 72 EA 67044020 BEND, P VC, 45° X 6" BXS $7.94
341 l4 EA 67044070 BEND, PVC, 45° X 8" BXS $23.96
342 10 EA NEW BEND, PVC, 90° X 6" B X S �10.80
343 10 EA NEW BEND, PVC, 90° X 8" B X S $Z9•1�
344 10 EA REDUCER, PVC 6" X 4" B X S ECCENTRIC $8.35
NEW
345 ]0 EA RECUCER, PVC 8" X 6" B X S ECCENTRIC $23.80
NEW
346 10 EA CLEANOUT, CI, 4" WITH GASKET 2 BOLTS $56.99
NEW
347 567 EA 67044290 CLEANOUT, PVC, 4" $1.65
348 567 EA NEW CLEANOUT PLUG, PVC, 4" 51.18
349 63 GA 67044295 CLEANOUT, PVC, 6" $10.36
350 63 EA NEW CLEANOUT PLUG, PVC, 6" $5.59
IFB # 4973 - EXHTBIT D
EXPIRATION DATE SEPTEMBER 11, 2015
Description: Three Year contract for Water & Sewer Inventmy
Item DDC Item
Na Qty. UoM No DescripHon VENDOR
Morrison
Supply
Company
Waxahachie,
Principle Place of Business: TX
364 S EA WYE, PVC 45° 10"X10"X4" BXBXB $70.07
67044598
365 S EA WYE, PVC 45° 10°X10"X4" BXBXS $68.04
67044595
366 59 EA 67044500 WYE, PVC 45° 4"X4"X4" BXBXB $7.61
367 108 EA 67044520 WYE, PVC 45° 4"X4"X4" BXBXS $9.88
368 39 EA 67044560 W�, PVC 45° 6"X6"X4" BXBXB 515.44
369 6 EA 67044540 WYE, PVC 45° 6"?C6"X4" BXBXS $15.44
370 1 EA 67044565 W�, PVC 45° 6"X6"X6" BXBXS SI8.72
37l 77 EA 67044580 WYE, PVC 45° 8"X8"X4" BXBXB $23.03
372 16 EA 67044575 W�, PVC 45° S"XS"X4" BXBXS $22.92
373 10 EA 67044590 W�, PVC 45° 8°XS"X6" BXBXB $27.47
374 6 EA 67044585 W�, PVC 45° 8"X8"X6" BXBXS $27.47
375 14 EA 67044570 W1'E, PVC, 45° 6"x6"x6" BxB� $17.48
376 10 EA WYE, PVC, 45° 8"X8"X8" B X B JC B $47.89
NEW
5T5ETSQlY Tt . . ... _ ` _ � ���
�. w._ �.--,_ _... ,...__ ... �
378 413 EA �SETTER, COPPER, ANGLE BALL VALVE, 3/4' g66.67
67037201 X 7"
379
380 gq gp �SETTER, COPPER, ANGLE BALL VALVE, 3/4" $69.66
89045615 X �Z��
381 40 EA RESETTER, COPPER, ANGLE BALL VALVE, 3/4" $�Z 3$
89045610 X IS"
382 ]0 EA �SETTER, COPPER, FLANGED BALL VALVE, I $�qZ 85
67037202 1/2 X 18"
383 ]0 EA �SETTER, COPPER, FLANGED BALL VALVE, 1 $�Z6.19
1 /2 X 14"
384 15 EA �SETTE[�COPPER, FLANGED BALL VALVE, 2" $803.10
67037204 X 18°
385 15 EA �SETTER,COPPER, FLANGED BALL VALVE, 2" $807.10
X 14"
386 24 gp KESETTER,COPPER, ANGLE BALL VALVE, I"X 138.82
67037208 10"
387 24 EA �SETTER,COPPER, ANGLE BALL VALV$ 1"X 14419
15"
SFiG�'1�1fT'.K� �...._ `, �
403 64 EA 89046000 KEY,WATERMETERBOX,BRASS $984��
407 5 EA L[D ONLY, WATER METER BOX, 548 SIZE $24.D0
408 5 EA 89040027 LID ONLY, WATER METER BOX, 34 SIZE $11.50
S�C'I7(fKLt . ,.:.i ,... .:; �:_ + , ,::.
4l0 245 EA BOLT, HEX, LOCK WASHER, NUT 1/2"�X 2 I/2" $1.00�
32020400 SST
41 ] 706 EA BOLT, HEX, LOCK WASHER, NUT 1/2" X 2" SST $1.00
3202038D
412 8 EA 32020420 BOLT, T-HEAD, NUT, 3/4" X 3 1/2" SST $5,00
419 252 GA 67006000 LUBRICANT, P1PE $10.96
421 5 EA UPPER STEM, P[RG HYDRANT, ST, MUPLLER $95.50
30460205
422 S EA 67038260 LIDIION, BRASS, 1 1/2" TH $21.16
423 9 EA 67038280 UNION, BRASS, 2" TH $32.53
Delivery can be made within wceks after receipt of order. Stock 12
W eeks
CONTRACT BY AND SETWEEN
CITY OF DENTON, TEXAS AND TEXAS_WATER PRODUCTS, INC. FOR THREE
YEAR CONTR.ACT FOR SUPPLY WATER AND SEWER INVENTORY
� IFB 4973
THIS CONTRACT is made and entered into this 11 day of September A.D., 2012, by
and between Texas Water Products, Inc. a corporation, whose address is 5825 East Berry
Street,Fort Worth,TX 76119 hereinafter referred to as "Supplier," and the CITY OF DENTON,
TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective.
upon approval of the Denton City Council and suvsequent 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 oUtained 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 — Three Year Contract for Su�plv of Water and Sewer Inventorv thereto, a copy of
which is available at the office of the Purchasing Agent, and incorporated herein for all purposes
as Exhibit "A". The Confract consists of this written agreement and the following items which
are attached hereto and incorporated herein Uy reference:
(a) City of Denton Bid Documents IFB 4973 ( Exhibit "A" on file at the office 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. (Eghibit "D");
These documents make up the Contract documents and what is called for Uy one shall be
as Uinding 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 agreenlent then to the contract docunlents in the order in which
they are listed above. These documents shall be referred to collectively as "Contract
Documents." �
�1 WITNESS WHEIZEO�, the parties Qf these presents have executed this agreement in
the year and day first above written.
SUPP R
�
BY: `.. �--
AUTHORIZED SIGNATURE
Date: � � • 1 - t 2
Name: �,� � p 1 ia s�ULK.�o►
Title:�A��� �,C ��Rt St n� :�a� t v�
CITY OF NTON
BI': �'~
GEORG C. CAMPBELL, CTTY MANAGER
DATE: � ��/ Z—.
��
ATTEST
BY. /.'�L ' t
ER WALTERS, CIT'Y SECRE Y
APPROVED A.$ TO LEGAL FORM:
BY: �—
A BURGES , CI ORNEY
Contract IFB 4973 Page 2 of 16
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 Contract/Purchase Order these written provisions will take precedence.
By submitting an Offer in response to the Solicitation, the Contractor agrees that the Cont�act shail 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 Specificafions 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 Contractor's, or the Contractor's
Subcontractor's, f�cilities, or the deliverables at the Contractor's, or the Contractor's Subcontractors, 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 contorming 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
Contract IFB 4973 Page 3 of 16
conforming tender within the time allotted in the contract.
Contract IFB 4973 Page 4 of 16
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 differ from expected conditions.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the perFormance of the services which
they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in
participating or responding to a solicitation or while in the course and scope of delivering goods or services under a
City of Denton contract or on the City's property .
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 alcohoi 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 underthe 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 retenfion 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 shail 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 appficable 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 ef 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 arder
number and the master agreement numq�er if applicable, the DepartmenYs 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 atCached 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.
Contract IFB 4973 Page 5 of 16
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar
days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at
the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum
lawful rate; except, if payment is not timely made for a reason for which the City may withhold
payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for
withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the 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 ciaims, which are not covered by the insurance which the Contractor is required to
provide, are filed or reasonable evidence indicating probabie 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 obiigations 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 wifh 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 lawfuily available funds shall render the Contract nuil and void to the extent funds are not
Appropriated or availabie 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/tNBE 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 fhereto shall become the property ofthe City and shall be identified
by the Contractor as such.
Contract IFB 4973 Page 6 of 16
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 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 compiy 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 Subc�ntractor 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 Subcontracfors 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 other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or
otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like
deliverables under similar terms of purchase.
Contract IFB 4973 Page 7 of 16"
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
shail be new or recycled merchandise, and not used or reconditioned.
A. Recycied deliverabies 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
atternpt 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 dafe of
acceptance of the deliverables or from the date of acceptance of any replacement deliverabies. 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 incidentai 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
underthis 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 �bove 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 incidentai 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 pertorm 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 4973 Page 8 of 16
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 ail 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 shail 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 tliirty (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 nofified. "
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 complefion 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" shail include any and all claims, demands, suits, causes of action, judgrnents
and liability of every character, type or description, including ail 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
Contract IFB 4973 Page 9 of 16
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
Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negiigence, willful misconduct or a breach of any legally imposed strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTI�N OF THE CITY), INDEMNIFY, AND HOLD THE CITY,
ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND
AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARI5ING 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 shail procure and maintain insurance of the types and in
the minimum amounts acceptable to the Ciry 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 Certificafes of Insurance with the coverage's and endorsements required to
fhe 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 C'ity as additional insured, waivers, and notices of cancellation
endorsements as weli 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 "othe�" insurance clause shall not apply to the City where the City is an addifional 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 shali 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 fhe 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
Contract IFB 4973 � Page 10 of 16
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. Th� 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 t� 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 ciaims. 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 fe'es 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 wili 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,
confideniial 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
Contract IFB 4973 Page 11 of 16
reasonable measures to ensure the continued confidentiality of the Confidential Information.
38. OWNERSHIP AND U5E OF DELIVERABLES: The City shall own all rights, titles, and interests throughouf the
world in and to the deliverabies.
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, acknowled"ge, 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
deliyerables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor
hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to
execute, acknowledge, and deliver an assignment to the City of) all woridwide 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 empioyees providing services to the City hereunder to execute, acknowledge, and deliver a
work-made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such
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 shail 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 Contr-act upon any agreement or understanding for commission, percentage,
brokerage, or contingent fee, excepiing 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 ii is
determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the
Contractor to any o�cer 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 6y 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 inciuding 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
Contract IFB 4973 Page 12 of 16
shall complete and submit the City's Confiict 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 ihe 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 underthis 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 fhe 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
wrifing 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 shail 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 shail 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 ihe parties that all provisions be construed iti 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 secfion 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 pariies 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 skilis 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.
Contract IFB 4973 Page 13 of 16
Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or
jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the
parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any
competent authority as contemplated herein.
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 (observec
MLK Day
Memorial Day
4th of July
LaborDay
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
NewYear's Day_(observec
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 �BLIGATIONS: All provisions of the Contract that impose continuing obligations on the
parties, including but not limited to the warranty, indemnity, and confidentiality obiigations 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 individuais 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
Contract IFB 4973 Page 14 of 16
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.QOV/davisbacon/tx,html
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 compiy 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. Resp�ndent 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
liabie to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or
State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or
losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work
Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET 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 5ection, 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 �F 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 WAl1(ER 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 performances called for in the Contract. The Respondent shail
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 4973 Page 15 of 16
EXHIBIT C
SPECIAL TERMS AND CONDITIONS
Contract Terms
Successful vendor(s) will be awarded a THREE (3) 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
The City will implement an escalation/de-escalation price adjustment quarterly. The
escalation/de-escalation will be based upon manufacturer published pricing sheets to
the vendor. The price will be increased or decreased based upon the quarterly
percentage change in the manufacturer's price list. The price adjustment will be
determined quarterly from the award date. Should the change exceed or decrease 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. The vendor must
submit or make available the manufacturers pricinq sheet used to calculate the
bid proposal, to participate in the escalation/de-escalation clause.
Delivery
Delivery shall be made F.O.B. to the City of Denton Warehouse. Delivery shall be
made within two weeks A.R.O., unless otherwise noted on the bid proposal submitted
by bidder.
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(a7citvofdenton.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.
Contract IFB 4973 Page 16 of 16
IFB # 4973 - EXHISIT D
EXPIRATION DATE SEPTEMBER 11, 2015
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND HD SUPPLY WATERWORKS FOR THREE YEAR
CONTRACT FOR SUPPLY WATER AND SEWER INVENTORY
IFB 4973
THIS CONTRACT is made and entered into this 11 day of Se�tember A.D., 2012, by
and between HD Supply Waterworks a corporation, whose address is 4333 Irvin�
B1vd.,Dallas,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 benefts 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 — Three Year Contract for Supplv of Water and Sewer Inventorv thereto, a copy of
which is available at the office of the Purchasing Agent, and incorporated herein for all purposes
as Exhi6it "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 office 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 �rst above written.
� 1�
BY:
AU HORIZED SIGNATURE
Date: (�- �p'���
Name: �k(ut,�( T.3R-o�K
Title: "�R.awc,it NAudbiEK—
CITY OF D NTON,
BY: ��
GEO GE . CAMPBELL, CITY MANAGER
DATE: / �/3� Z
ATTEST
BY: � ��7'�•
JE ER WALTERS, CITY SECRET
APPROVED A$ TO LEGAL FORM:
�
BY: -
A URGESS, CITY ORNEY
Contract IFB 4973 Page 2 of 16
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 Contract/Purchase Order these written provisions will take precedence.
By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be governed by
the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified
in the Contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goods, and
Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase Services to be performed principally at the
City's premises or on public rights-of-way.
1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the
Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the
Contract and all applicable Federal, State, and local laws, rules, and regulations.
2. EFFECTIVE DATEITERM. 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. Deliverab�es 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 Contractor's, or the Contractor's
Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the
Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to
the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with 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
Contract IFB 4973 Page 3 of 16
conforming tender within the time allotted in the contract.
Contract IFB 4973 Page 4 of 16
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 differ from expected conditions.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which
they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in
participating or responding to a solicitation or while in the course and scope of delivering goods or services under a
City of Denton contract or on the City's property .
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, it's
Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health,
safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but
not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In
case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City
harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind
arising from the breach of the Contractor's obligations under this paragraph.
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 ef 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 DepartmenYs 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.
Contract IFB 4973 Page 5 of 16
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar
days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at
the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum
lawful rate; except, if payment is not timely made for a reason for which the City may withhold
payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for
withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial
shipment or delivery, as stated above, provided that the in�oice 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.
Contract IFB 4973 Page 6 of 16
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 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 5ubcontractor 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 other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or
otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like
deliverables under similar terms of purchase.
Contract IFB 4973 Page 7 of 16
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 specificati�ns, 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 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
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. Atl 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 4973 Page 8 of 16
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 viotation 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
Contract IFB 4973 Page 9 of 16
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
Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY,
ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND
AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR
RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR
SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE
CONTRACT. NOTHING HEREIN SHALL 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
Materiais 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
Contract IFB 4973 Page 10 of 16
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 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 othervvise 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 shali be deemed delivered upon receipt by the addressee. Routine communications may be made by
first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address
specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the
City shall be addressed to the City at 901 B Texas Street, Denton, Texas 76209 and marked to the attention of the
Purchasing Manager.
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 worid 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
Contract IFB 4973 Page 11 of 16
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 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-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such
deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to,
execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments
which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work
registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and
in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title,
and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to
be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a.,
b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City
should not seek to obtain copyright protection, mask work registration or patent protection for any of the deli�erables,
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
Contract IFB 4973 Page 12 of 16
shall complete and submit the City's Conflict of Interest Questionnaire (Attachment B).
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee
relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor.
The Contractor agrees and understands that the Contract does not grant any rights or privileges established for
employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or
sick leave benefits, worker's compensation, or any other Ciry 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 oniy 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
representati�es of each party within fourteen (14) calendar days after receipt of the request or such later period as
agreed by the parties. Each party shafl 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 resotution 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 mediati�n 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.
Contract IFB 4973 Page 13 of 16
Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or
jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the
parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any
competent authority as contemplated herein.
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
Contract IFB 4973 Page 14 of 16
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.aoo.QOV/davisbacon/bc.html
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.�2 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
losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work
Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET 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 pertormance 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 pertormance 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 performances called for in the Contract. The Respondent shall
retain all such records for a period of four (4) years after the expiration of the Contract, or until the 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 4973 Page 15 of 16
EXHIBIT C
SPECIAL TERMS AND CONDITIONS
Contract Terms
Successful vendor(s) will be awarded a THREE (3) year contract,
award or notice to proceed as determined by the City of
Department. At the City of Denton's option and approval by the
may be renewed for up to two additional one-year periods, as
Renewal Options.
effective from date of
Denton Purchasing
vendor, the contract
further explained in
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
The City will implement an escalation/de-escalation price adjustment quarterly. The
escalation/de-escalation will be based upon manufacturer published pricing sheets to
the vendor. The price will be increased or decreased based upon the quarterly
percentage change in the manufacturer's price list. The price adjustment will be
determined quarterly from the award date. Should the change exceed or decrease 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. The vendor must
submit or make available the manufacturers pricinq sheet used to calculate the
bid proposal, to participate in the escalation/de-escalation clause.
Deliverv
Delivery shall be made F.O.B. to the City of Denton Warehouse. Delivery shall be
made within two weeks A.R.O., unless otherwise noted on the bid proposal submitted
by bidder.
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(a�cityofdenton.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.
Contract IFB 4973 Page 16 of 16
IFB # 4973 - EXHISTT D
EXPIRATION DATE 5EPTEMBER 11, 2015
Description: Three Year contract for Water & Sewer Inventory -
Item DDC Item
Na, Qty. UoM No Description VENDOR
HD Supply
Waterwarks
Principle Place of Business: Dallas,
TX
136 7 EA HYDRANT EXTENSION 12" $371.00
34063080 MLIELLER
137 5 EA HYDRANT EXTENSION 12" OLD $371.00
34063090 STYLE MUELLER
139 5 EA HYDRANT EXTENSION 18" OLD g427.00
34063085 STYLE MUELLER
143 5 EA HYDRANT EXTENSION 6" NEW $321.00
3406306D STYLE MUELLER
144 I 1 EA HYDRANT FLANGE GASKET (Part $8 20
3406206D only)
34062010 HYDRANT MAIN WALVE REPAIK
145 5 EA KIT - OLD MUELLER �399.00
149 10 EA IIYDRANT MAIN VALVE-MiJELLE $g3.00
34062140 (Part Only)
151 20 EA HYDRANT SAFETY FLANGE g152.00
34062000 REPAIR KIT - MUELLER
,
293 16 EA VALVE, BALL ANGLE METER 2" PJ $212.00
67069006
394 93 EA 89045350 F ETER, WATER 2" DIRECT READ, $330.00
395 21 EA �TER, WATER 2" HP TURBINE $420.00
89045360 DIRECT READ, FL
396 1288 EA METER, WATER 5/8" X 3/4" DIRECT $32.95
89045200 READ
Delivery can be made within / weeks after receipt of order. *See line
items
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND FORTILINE WATERWORK� FOR THREE YEAR
CONTRACT FOR SUPPLY WATER AND SEWER INVENTORY
IFB 4973
THIS CON'�R�iCT is made and entered into this 11 day of September A.D., 2012, by
and between Fortiline Waterworks a corporation, whose address is 1745 Cypress Stxeet.Haltom
Citv,TX 76117 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 ta 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 — Three Year Cantract for Su�ply of Water a�d Sewer Inventor�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 incor�orated herein by reference:
(a) City of Denton $id Documents IFB �973 ( Ezhibit "A" on tile at the office af
the Purchasing Agent)
(b) City of Denton Standard Terms and Conditions (E�chibit "B")
(c) Special Terms and Conditipns (Exhibit "C")
(d) Supplier's Proposal. (E�hibit "D");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event af an inconsistency or conflict in any of the
provisions of the Contract documants, the inconsistency or conflict shall be resolved by giving
precedence first to the written agreement then to the contract documents in the order in which
ihey are listed above. These documents shall be referred ta collectively as "Contract
Documents."
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
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CITY OF D NTON, �S
BY: , ��
GEORGE C. CAMPBELL, CITY MANAGER
DATE: ��,� �/^�
ATTEST
BY: ���C/l.E'-/�: ('�'I.7 ��7�.�, ���7_�;
JE �R WALTEAS, CITY SECR�TARY
APPROVED A$ TO LEGAL FORM:
BY: �� `
TA BURGESS, CITY A RNEY
Contract IFB 4973 P2�ge 2 of 1G
EXWIBIT B
Citv of Denton
Standard Purchas� Terms and Conditions
These standard Tenrts and Conditions and the Terms and Condifions, Specifications, Drawings and other
req4i�ements includetl in the City of Denton's solicitation are applicable to Contracts/Purchase Order& issued by the
City of Denton hereinafter referred to 88 the City or �uyer 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 5ellers Proposal response, Invoice or
Statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of
the Contract/Purchase Ord�r these written provisions will take precedence.
By submitting an Offer in response to the Solicitation, tfte Contractor agrees th8t the Contract shall be govemed by
the following terms arld conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified
in the Contract, $ections 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 ta be performed principally at the
City's premises or on public rights-of way.
1. CONTRACTOR'S OBLIGATIONB. 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 UAtE/T�RM. Unless otherwise specified in the Solicitation, this Corrtract 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 Corrtract.
3. CONTRACTOR TO PACKAGE I�ELNERA�LES: The ContraGtor will package deliverables in accbrdance with
good commercial practice and shall include a packing list showing the descriptian bf each item, the quantity and unit
price unless otherwise provided in the Specification5 or Supplementel Terms and Conditions, each shipping container
shall be clearly and permanently marked as follows: (a) The ContraCtor's name and �ddress, (b) the City'S name,
address and purchaSe order or purchase release number and the price agreement number if applicable, (c) Container
number �nd total number of containers, e.g. box 1 of 4 box�s, and (d) the number of the container bearing the
packing Ilst. The Contractor shall bear cost of packaging. peliverables shall be suitably paCked to secure lowest
transportatipn costs and to conform to all the requirements of cbmmon carriers and any appliCable specification. The
eity's count qr weigFtt shall be final and conclusive on shipments not aGcompanied by packing lists.
4. SHIPMENT UNDER RESERVIATION PROMIBITED: The Contraotor 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 8� RISK OF LOS3: 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. DELIV�RY TERMS AND TRANSPOR7ATION CWARGES: Deliverables shal) be shipped F.0.6. point of delivery
unleSS otherwise specified in the Supplemental Terms and Conditions. Unless otherwise st�ted in the Offer, the
Cont�actor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to
designate what method of transportation shatl be used to ship the deliverables. The place of delivery shall be that set
forth the purchase order.
7. RIGHT OF INSP�CTION AND REJECTION: The City expressly reserves all rights under law, including, but npt
limited to the Uniform Comme�cial Code, to inspect the deliverables at delivery before accepting them, and to reject
d�fective or non-confprming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's
Su6contractor's, f�cilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the
Contractor shall furnish, or cause to be furnished, withou# additibnal charge, all reasonable facilities and assistance to
the City to facilitate such inspection.
8. NO REPLACEMENT Op DEF�CTIVE TENDER: �very tender or deliysry of deliverables mus# fully Comply with all
provisions of the Contract as to time of delivery, quatity, and quantity. Any non�complying tender shall constitute a
breach and ttle Contractor shall npt 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
Contract IFB 4973 Page 3 of 16
conforming tender within the time allotted in the oontract.
Contract IFB 4973 Page 4 of 16
9. PL.ACE AND GONDITION 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 pertorm the services in a timely and
efficient manner, in accordance with and subject to the applicable seeurity 1aws, rules, and regulations. ihe
ContractQr acknowfedges that it has satisfied itself as to the nature of tne City's service requirements and
specifications, the locatio� and essential charac#eristics �f the work sites, the quality and quantity of mate�ials,
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 oblfgations under the contract. ThE Contractor hereby releases and
holds the City harmless from and againat any liability or claim for damages of any kind or nature if the actual site or
service conditions differ from expected Condi#ions.
10. WORKPCIRCE
A. The Gontractor shall employ only orderly and competent workers, skilled in the perform2nce of the services which
they will pertorm under the Contract.
B. The Contractor, its employees, subcontractors, and subcpntractor"s employees may not while sngaged in
participating or responding to a solicltation 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 cantract; 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 wqrker is incompetent, disorderly or
disobedient, has knowingly qr repeatedly violated safety regulations, has possessed any flrearms, 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
ponsent.
Immigration: The Contractpr represents and warrants that it shall comply with the requirements of the Immigration
Reform and Gontrol Act of 19$6 and 1990 regarding employment verification and retention of verification forms for
any individuals hired on or after Novsmber 6, 1886, who will perForm any labor or services under the Contract and the
Illegal Immigration �teform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATtONS: The Contractor, iYs
Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health,
safety, and environmental I�ws, ordinances, rules and regulations in the pefformance of the services, including but
not limlted to tho5e promulgated by the City and by the Occupational 5afety and Health Administration (OSWA). In
case of conflict, the most stringent safety requirement shall gpvern. The Contractor shall indemnify and hold the Ciry
harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of e�ery kind
arising from the breach of the ContractoPs obligations under this paragraph.
Environmental Protection: The Respondent shatl be in compliance with all applicable standards, orders, or
regulations issued pursuant to the mandates of th�e Cle�n Air Act (42 U.S.C. §74C11 et seq.) and the Federal Water
Pollution Control Act, as amended, (33 U.S.C. g1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in dupHcate on each purchase otder or purchase
release after each delivery. If partial shipments or deliveries are authorixed by the City, a separate
invoice must be sent for each shipment or delivery made.
B, Rroper Invpices must include a unique invoice number, the purchase order dr delivery order
number and the master agreement number if applicable, the Department's Name, and the
name of the point of contact for the pep�rtment. Invoices shall be itemized and transportation
charges, if any, shall be li&ted separately. A copy of the bill of lading and the freight waybill, when
applicable, shall be att2ched to tlte 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.
Uttless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's
invoice.
C. Invoices for labo� 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 �t 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 expressty authorized in the Contract, the Contractor shall pass through all
Subcontract and other �uthorized expenses at actual cost without markup.
�. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amourtt.
Contract IFB 4973 Page 5 of 16
ihe City will fumish a tax exemption certificate u�ion request.
13. PAYMENT:
A. AII 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. li payment is not timely made, (per paragraph A); interest shail8�ccrue on the unpaid balance at
the lesser of the rate specified in 7exas Govbrnment 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 sha11 not accrue until ten (10) cal�ndar days after the grounds for
withholding payment have b�en 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 paymen# otheiwise 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 th� insurance which the Cantractor is required to
provide, are filed or reasonable evidence indicating probable filing of such claims;
iii. failure of the Contractor ta pay Subcantractors, or for labor, materials or equipment;
iv. damage to the property of the City or th� City's agents, employees or contractors, which is not
covered by insurance required to be provided by the Contractor;
v. reason�ble evidence that the Contractor's obligations will not be complEted within tfte time
specified in the Contract, �nd that the unpaid balance would not be adequate to cnver actual ar
liquidated damage5 for the anticipated delay;
vi. failur2 of the Contractor to submit proper invoiCes with purch�se order number, with a�l required
attachments and supporting
doct�mentation; or
vii. failure of the ContraCtor to comply with any material provision of the Contract Documents.
E. Notice is hereby given that ahy awarded firm who is in arrears to the City af 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 additionaf Charges, surcharges, or penalties to the City for
payments m8de by credit card or electronic funds transfer.
G. The awarding or continuation of this c�ntract is dependent upon the availability of funding. The City's payment
obligations are payable only and solely from funds Appropriated �nd 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 deli�erables 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 �n adequate l�ppropriation for any fisCal year to
pay the ampunts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the
City to pay its abligations under the Contract. In the event of none or inadequate appropriation of funds, there will be
no penalty nor removal fees ch�rged to the City.
14. TRAVEL EXP�NS�S: All travel, lodging and per diem expenses in connection with the Contract shall be paid by
the Contractor, unles5 othcrwiSe stated in the contract terms.
15. FINA� PAXMENT AND CLOS�-OU7:
A. If a DBE/MBENVBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is
required to submik a Contraet Close-Out MBE/WBE Compliance Report to the Purchasing Manager no I�ter 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 m�king and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have beeh previously
asserted in writing and not yet settled, (2) arising from defective work appearing after final ihspection, (3) arising from
failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the
Cantractor's cflntinuing obligatians 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 wafver of all claims by the Contractor against the City other than
those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS 8� TEST EQUIPMEN7: 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
topling equipment and any process sheets related thereto shall become the property of the City and shall De identified
by th� Corrtractor as such.
Contract I�B 4973 Page 6 of 16
17. RI(3Hi 70 AUqIT:
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 ret�in such books, records, documents and other evidence pertafning to the Contract
period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which GBSe
records shall be kept untfl all audit task3 ar� completed and resolved. These books, rec4rds, documents and other
evidence shall be available, withln ten (10) business days of written request. Further, the ContraCtor shall also
require all Subcontractors, material suppllers, and other payees to reCain all books, records, documents and pther
evidence p�rtaining to the Contract, and to a�low the City simil�r access to those documents. All books and rec:ords
will be made available within a�0 mile radius of the City af Denton. The �st 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 Contrac#or which must be payable
within five (5) business days of receipt of an invoice.
B. Failure to cpmply with the provisions of this section shall be a material breach of the Contract and shall constitute,
in the Ci#y's sole discretion, grounds for termination theredf. 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 subsequentty used to generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. If the eon#raCtor identified Subcontractors in a bB�/MBFJWBE agreed to Plan, the Contractor shall comply with all
requirements approved by the City. Th� Ccfntractpr shall not initially employ any Subcontractpr except as provided in
the Contractor's Plan. The Contractor shall not substitute any 5ubcontractor identified in the Plan, unless the
substitute has been accepted by the City in writing. No acceptance by the City of any Subcpntractor shall constitute a
waiver of any rights or remedies of the City with respect to defective deliverables provided by a SubeflntraGkor. If a
Pl�n has been approved, the ContraCtor is additionally required to submit a monthly Subcorltract Awards and
Expenditures Report to the Prncurement Manager, no later than the tenth calendar day of each month.
B. Work perFormed for the Contractor by a Subcontractor sh�ll be pursuant to a written contract between the
Contractor and Subcontractor. ThQ terms of the subeontract 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 stric# accordance with the
provisions, specifications and terms of the Contract;
ii, prohibit the Subcontractor from fu�ther subcontracting any portion of the Contract without the prior written
cansent of the City and the Contractor. The City may require, as a condition to such further
subcontracting, that the 5ubcontractor post a payment bond in form, substance and amount acceptable to
the City;
iii. require Subcontractors to submit all invoices and applications for payments, induding 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 wlth the terms of the
Gontraci;
iv. require that �II Subcontractors obtain and maintain, th�oughqut 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 Subcontr�ctor indemnify and hold the City harmles5 to the same extent as the Contractor
is required to indemnify the City.
C. Ths COntractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the
CantraCtor is responsible for the Contr�ctor's own acts and omissions. Nothing in the Contract shall create for the
beneflt of 2�ny such Subcontractor any contractual relationship between the City and any such Subcontractor, nor
shall it create any obligation an the part of the City to pay or to see to tlle p�yment of any moneys due any such
SubcOntractor except as may othervuise be required by law.
D. The Contractar shall pay each Subcontractor its appropriate share of payments made to the Contractor not later
than ten (10} calendar days after receipt of payment firom the City.
19. WARRANTY-PRIC�:
A. Tne Cpntractor 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 iri the Offer hav� been arrived at independently without consultation,
cvmmunlcation, or agreement for the purpose af restricting competition, as to any matter relating to such fees with
any other firrri or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractar, or
otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for liks
deliverables under similar terms of purchase.
Contract IFB 4973 Page 7 of 16
20. WARRANiY — TITLE: 'Che Contractor warrants that it has good and indefeasibie title to all deliverables fu�nished
under the Contract, and that tlte deliverables are free and clear of all liens, claims, security interests and
encumbrances. The Contractor shall indemnify arld hold the City harmless from and against all adverse title claims to
the deliverables.
21. WARRANTY — D�L.IVERABLES: 7he Contractor warrants and represents that all deliverables sotd the City
under the Contract shall be free from defects in d�sign, workmanship or manufacture, and conform in al� material
r�spects to the spec�cations, dr�wings, and descripUons in the Soliatation, to any samples furnished by the
Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or loca[f laws,
rules, and regulations, and industry codes and standards. Unless otherwise stated in the Sblicitation, the deliverabtes
shall be new or recycled merchandise, and not uSed or reconditioned.
�1. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude or disGaim the foregoing warranty or any werranty implied by law; and any
attempt to do so shall be without force or effe�t.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of
acceptance of the deliv�rables or from the date of acceptance of any replacement deliverables. If during the warranty
period, one ar more of the abo�e warranties are breached, the Contractor shall promptly upon receipt of demand
either repair the non-confprming deliverables, or replace the non-conforming deliverables with fully conforrning
deliverables, at the City's option and at no additional co�t to the City. All costs incidental to such repair or
replacement, including but not limited to, any p�ckaging and shipping costs shall be borne exclusively by the
Conttactor. The City shall endeavor to give the Contractpr written notice of the breach of warranty within th(rty (30)
calendar days of discovety pf the bre�ch of warranty, but failure to give timely notice shall not imp8ir the City's rights
under this section.
p. If the Contracfor is unable or unwilling tq repair or replace defective or non-conforming deliverables as required by
the City, then in addition to any other �v�ilable remedy, the City may reduce the quarl#ity of deliverables it may be
required to purchase under the Contract from the Contractor, and purchase conforming deliverab�es from oth�r
sources. In such �vent, the ContrBCtor shall pay to the City upon demand the increased cost, if any, incurred by the
City to procure such d�liverables from another source.
E. If the Contractor is not the manufaCturer, and the defiverables are covered by a separate manufacture�s warranty,
the Contractor shall trdnsfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's
warrarlty cannot bE fully transferred to the City, the Contractor shall assist ar�d cooperate with the City to the fullsst
extent to enforce such manufacturer's warranty for the ben�fit of the City.
22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be prouided the City
under the CdntraCt wlll 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 al1 applicabie
Federal, State and local laws, rules or regulations.
A. The Contractor may not limit, exclude or disclaim th� foregoing warranty or any warrar�ty implied by law, and any
attempt to dq so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be �t least one year from the Acceptance
Date. If during the wa�r�nty period, one or more of the above vvarranties are breached, #he 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 addition8l pertormance shall be bome by the Contractor. The City shall endeavor to
gfve 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 nofice shall not impair ttte City's rights under this section.
C. If the ContraCtdr is un8ble or unwilfing to pertorm 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 &ervices from other sources.
In such event, the Cohtractor 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-CaNFORMING DELIVEFCABL.ES: It, 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 Gaims, costs, losses and damages attributable to the City's evaluation of
and determination to accept such defective or non-conforming deliverables. If �ny such acceptence ocCUrs prior to
final payment, fhe City may deduct such amounts as are necessary to Compensate the Gty for the diminished value
of the defectiv� or non-conforming deliverables. If the acceptance occurs after final payment, such amount will b�
refunded tp the City by the Contractor,
Contract IFB 4973 Page $ of 16
24. RIGHT Td ASSIJRANCE: Whenever one party to the Contract in good faith has reason to question the ather
parly'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. S70P WORK NQTIC�: The C+ty may issu� an immediate Stop Work Notice in the event the Contractor is
observed pertorming 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 ContrBCtor will cease all work until
notified by the City that the violation or unsafe condition has been corrected. The Contractor shgll 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
fajthfully pertorm 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) m�kes a material misrepresentation in ConCractor's Offer, or in any report or deliverable required to be
submitted by the Contractor to the Ci#y.
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 othervvise specified, afier the date of
such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides 2vidence 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 actu�l damages, costs, losses and expenses,
incurred by the City as a result of the Contractor's default, including, without limitation, co5t of cover, reasonable
attorneys' fees, court costs, and prejudgment and post jUdgment interest at the maximum lawful rate. Additionally, in
th� event of a default by the Contractor, the City may rempve the Contractor from the City's vendor list for three (3)
years and any Offer submitted by the Contractar 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 WITH�UT 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, TF1e City shall pay the Contractor, to the extent of funds Appropriated or otherwise tegally
available For Such purposes, for all goods delivered and services pertormed and obligations incurred p�ior to the date
of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any repoh or deliverable required to be
submitted by the Contractor to the City shall be grounds for the termination of the Contract for c�use 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
ex�cute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30)
c�lsndar days from the date of receipt of the nptice 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.
8. Neither party shall be li�ble 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, civll commotion, labor disruptions,
sabotage, sqvereign conduct, or any other Cause beypnd 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 cQmpletion pf 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 �greeable pePiod of time reaso�ably necessary to overcome the effect of such failure to perform_
31. INDEMNITY:
A. Definitions:i. '7ndemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments
and liability of every cha�acter, type or description, including all reasonable Costs and expenses of litigation,
mediation or other altemate di�pute 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; tfle officers, agents, and employees of such subCOntractors; and
Contract IFB 4973 Page 9 of 16
third parties); andlor (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of
income or wages to any person (induding but not limited to the agents, offiters and employees of the City, the
Cohtractor, the Contractor's subcontractor5, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally impos�d strict liability stand�rd.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CI7'1�, INDEMNIFY, AND HOLD tHE CITY,
ITS SUCCESSORS, AS3IGNS, OFFICERS, EMPt,OYEES ANp ELECTED OFFICIAL3 HARMLESS �ROM AND
AGAINST ALL INDEMNI�IED CLAIMS DIRECTLY ARISING OUT OF, INCIDHNT TO, CONCERNING OR
12ESWLTING FROM THE FAULT OF tW� CONTRACTOR, OR TH� CONTRAGTOR'S AGENTS, EMPLOYEES OR
SUBCONTRACT4RS, IN THE PERFORMANCE OF THE CONTRACtOR'S OBL.IGATIONS UNDER THE
CONTRACT. NOTHING HER�IN SHALL BE DE�MEd t0 LIMIT THE RIGHTS OF THE CITY OR THE
CON7RACTOR (INCLUpINC3, BUt NOT LIMITED TQ, THE RIGHT TO SE�K CONTRIBUTION) AGAIIVST ANY
THIRp PARTY WHO MAY BE LIpBL� �OR AN INDEMNI�I�D CLAIM.
32. IMSURANCE: 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 typ�s and in
the minimum amounts �c�eptable to the City of Denton. The insurance shall be written by a company licensed to dp
business in the State of Texas and satisfactory to the City of Denton.
A. General F�equirements.
i. "fhe Contractor shall at a minimum carry insurance in the types �nd 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 Contracfor shall provide Gertificates of Insurance with the coverage'� and endorsements required to
the City as verifleation of coverage prior to contract execution and within fou�te�n (14) calendar days after
written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to
disqu2lification from consideration for award. The Contractor must also forward a Certificate of Insurance to
the City whenever a previously identified palicy period has expired, or an extens�on option or hold over
period is exercised, as verification of continuing coverage.
iii. �Che Contractor shall not commenCe work until the required insurance is obtained and until such insurance
has been reviewed by the City. Approval of insurBnCe 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 cehtificates of insuranca to the City for all subcorrtractors priqr to the
subcontractors commencing work on the project.
v. The Contractor's and 811 subcontractors' insurance coverage shall be wriften by companies IiCensed 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 nr better. The City will �ccept workers' compensatioh coverage written by th�e
Texas Workers' Campensation Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation
endorsements as we�l as the Certificate of Insuranae shall contain the solicitation number and the following
infprmation:
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 2n additional insured shown on
any policy. It is intended tha# policieS required in the Contract, covering both the City and the Contractor,
5haf( be considered primary cpverage as applicable.
viii. If insuranCe policies are nqt written for amounts agreed tq with the City, the ContraCtor shall carry
Umbrella or �xcess 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 eith�r 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 �djustments 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 compa�y as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance ta lapse during the
Contract IFB a973 Page 10 of 16
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 disGosed on the Certificate of InsuranGe.
xiii. The Contractor shall endeavor ta 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 npt 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 Contrdctor shall give written no6ce 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 �ction; 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 ta the City
and to the Denton City Attomey. Personal delivery to the City Attorney shall be to City Hall, 215 East McKlnney
Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communiGations 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. Pqstal Servic6 Certified or Registered Mail, R�tum Receipt Requested. Notices delivered
by other means Shall be deemed delivered upon receipt by the addressee. Rvutine communications may be madQ by
first class mail, telefax, or other commercially accepted means. Notices to the Contrackor shall be sent to the address
speclfied in the Gontractor'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 a�d marked to the attention af the
Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL ANp CONTRACTUAI MATERIAL: All material submitted by the Contractor fo thr�
City shall become property of the City upon receipt. Any portions of such material claimed by the Cpntractor to be
�5roprietary 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 Govemment Cade.
36. NO WARRANTY BY CITY A6AINST INFRINGEMENTS: The Cohtractor represents and warrants to the City
that: (i) the Contractor shall provide the City goQd and indefeasible title to #he deliverables and (ii) the deliverables
supplied by the Contractor in accordance with the specificakions 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 4f the
deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at it5 sole
expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and epsts (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 right5 assqciated 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
Contractar's breach of any of Corrtractor'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 aefi
as co-counsel on the City's behalf. Further, Contrador 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 prqvide the deliverables to the City, Contractor may require access to certain of
the City's and/or its licensors' oonfidential information (including inventions, employee information, trade secrets,
confidential know-hpw, 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/ot its licensors and any unauthprized use, disclosure,
dissemination, or other release of the Confidential InfoRnation will substantially injure the City andlor 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 Informatibn without the prior written consent of the Gity 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 eny court
or other governmental authority with proper jurisdiction, provided the Contractor p�omptly notifies the City before
disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The
Contr�ctor agrees to use protective measures no less stringent than the Contractor uses within its own business to
protect its own most valuable intormation, which protective measures shall under all circumstanCes be at IeaSt
Contract IFB 4973 Page 11 of 16
reasonable measures to ensure the continued confidentiality of the Confidential Inform�tion.
38. OWNERSHIP AND U$E OF DELIVERAB4ES: 7he 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 Cont�actor agrees to disclose such
patentable subject matter tp the City, Further, if requested by the City, the Contr�ctor agrees to assign and, if
necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such
patent�ble subject rtratter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its
employees tb execute, acknowledge, and deliver an assignment of letkers patent, irt � form to be reasonably
approved by the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copytightable subject matter, the Contractor agrees th�t upon their
creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall
own al► copyrights in and tq such deliverables, provided however, that nothing in this Paragraph 38 5h211 negate th�
City's sole or jnint ownership of any such deliverables arising by virtue of the City's sole or joint authorship af such
deliverables. Should by operation of law, such deliverables not be rAnsidered +nrorks 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 de{iver an assignment to tt�e City o� 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 c�use each of its employess providing services to the City hereunder to execute, acknowledge, and deliver a
work-made-for-hire agreement, in a form to be reasanal�ly approved by the City, to ihQ City upon delivery of such
deliverables ta 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, specific.ations, oaths, �ssignments, and all other inskruments
which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work
registration, trademark registration andlor 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 tp the deliverables. l'he Contractor's obligations to execute, acknowledge, and deliver (or cause t0
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 thi& Contra�t Vvith respect ta such deliverables. In the event the Cfty
should not seek to obtain copyright protection, mask work registration or patent protectipn for any of the deliverables,
buC should desire to keep the same secret, the Contraetor agrees to treat the same as Confidential Information under
#he terms of Paragreph 37 above.
39. PUBLICATIONS: All publish�d material and written reports submitted under the Contract must be originally
developed material unless otherwise sp�cifically provided in the Contract. When material not originally developed is
included in a report in any fprm, the source shall be identified.
40. ADVERTISING: The Contractor shall not adveRise or publish, without the City's prior consent, the fact that the
City has entered int0 the Contract, except to the extent required by Iaw.
41, NO CONTINC3�NT FEES: The Contractor w�rrants that nq person or selling agency has be�n employed or
retained to solicit or secure the Contract upon any agreement or understanding for commission, percenfage,
brokerage, or contingent f�e, excepting hona fide employses pf bona fide established commercial or selling agencies
maintained by the Contractor for the purpose of securing business. For breach or violation of fhis 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 ContrBctor, or otherwise reCOVer, the full amount of such commissipn, percentage,
brokerage or contingent fee.
42. GRATUITI�S: The City may, by written notice to the Contractor, cancel the Contract without liability if it is
determined by the City that gratuities were offeted or given by the Contractor qr any agent or representative of the
Contractor to any officer ar employee of the City of Denton with a view tbward securing the Contract or securing
favorable treatment with respect to the awarding o� amending or the making of any determinations with respect to the
pertorming of such contract. In the event the Contract is cancelsd by the City pursuant to this provision, the City shall
be entitled, in addition to any other rigF�ts and remediss, to recover or withhold the amount of the cost incurred by the
Contractor in providing such gratuities.
43. �RpHI�ItION AGAINST PER$ONAL IN7EREST IN CONTRACI`S: No officer, employee, independent
consultant, or elected official vf the City who is involved ln 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. Atiy willful violation of this section shall constitute impropriety in oifice, and any officer or employee
guilty thereof shall be subject to disciptinary action up to and including dismissal. Any violation of this provision, with
the knowledge, expressed or implied, of the Cor�tractor shal� render the Contract voidable by the City. The Contractor
Contract IF� 4973 Paye 12 of 16
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 cantractor.
The Contractor agrees and understands that the Contract does not grant any rights or privileges estabtished for
employees of the City of De�rton, Texas for the purposes of income tax, withholding, social security taxes, vacation or
sick leave benefits, worker's cwmpensation, or any other City employee benefit. The City shall not have supervision and
control of ths Contractor or any employee of the Corrtractor, and it is expressly understood that Contractor snall perForm
the services hereunder according to the attached specifications at the general direction of the Gity 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
Corrttactor and their respective successors and assigns, prouided however, ihat no right or inte�est in the Contract
shaA be assigned and no oblig�tion shaA be delegated by the Contractqr without the prior written cqnsent of the City.
Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. 1'he 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 renunciatio�i of the ctaim or right unless the waiver or renunCiatio� is supported by conslderation 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 #he 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 existin� or future default or defaults, whether of
a similar or different character.
47. MODI�ICAt10NS: 7he 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 documerrt shall have any forcE: or effect to
change the termS, covenants, and conditions of the Contract.
46. INTERPRETATION: ihe 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. Rlthough the �ontract may have been
substantially dr�fted by one party, it is the intent of the parties that all provisions be constn.ted in a manner to be fair
to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined 6y the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall
control, unless otherwise definecf in the Contract.
49. DISPUTE RESOLUTION:
A. If 8 dispute arises out of or relates to the Contract, or the breaeh thereof, the parties agree to negotiate prior to
prosecufing a suit for damages. However, this section does not prohibit the fiting 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
representati�es of each party within fourteen (14) calenda�r 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 tevel 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 dispwte. If, within thirty (30) calendar days after such meeting, the parties hav� 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 resofve the dispute through negbtfation fail, or the parties waive the negotiation process, the parties
may select, within thirty (30) calendar days, a mediator tr�ined in mediation skills to assist with resolution of the
dispute. Should they choose this option; the City and the Contractor agree to act i� good faith in the selection of the
mediator and to give consideration tq 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 wlthin thirty (3�) calendar days of initiation of
the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Progr�m
(DCAP). The parti�s agree to participete in mediation in good faitli 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 �nd the parties will bear
their awn costs of participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them ih the mediation.
50. JURISDICTION AND VENUE: 7he Contract is made under and shall be governed by the laws af the Stat� of
Texas, including, when �pplicable, the Uniform Commercial Code as adopted in "fexas, V.T.C.A., Bus. & Comm.
Contract IFB 4973 Page 13 of 16
Code, Chapter 1, excluding any rule or principie 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 benton Caunty, Texas and the
parties agree tp submit to th� exclusive personal jurisdiction of such caurts. The foregoing, hpwever, 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: 7he invalidity, ilfegality, or unenforceability of any provision of the Contract shall in np way affect the
validity or enforCeability of any other portion or provision of the Contract. Any void provisfon shall be deemed severed
from the ContraCt and the balance of the Contract shall be consfrued and enforc�d 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 p►'pvision that comes as close as possible to the intent of tlte stricken provision. The
provisions of this section shall not prevent this entire Contrect from being void should a provision which is the
es5ence of the ContraCt be determined to be vpid.
52. HOLIDAYS: The following holidays are abse�ved by the City
New Year's Day (observed)
MLK bay
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas bay (observed)
If a Legal Holiday falls on Saturday, it will b� oBserved on the preceding Friday. If a Leg�l Holiday falls on Sunday, it
will be observed on the following Monday. Normal hpurs of operation shall be between 8:00 am and 4:Op 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 Dentoh, Texas or hls authorized designe�.
53. SURVIVA�ILITY OF 4BLIpAT10N5: All provisions of the ContraCt th8t impose continuing obligations on the
parties, including but not limited to the warranty, indemnity, and confidentiality oblig�tions of the parties, shall survive
the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CER7IFICATION:
The City of Denton is prohibited frpm contracting with or making prime or sub-awards to p�rties that 2�e suspended or
debarred or whose principals are suspended or deb��red from Federal, State, or City of Denton Contracts. By
accepting a Gont�ect with the City, the Vendor certifies that its firm and its principats �re not current�y suspended or
debarred fram doing business with the �ederal 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. �QUAL OPF�ORTUNI7Y
A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment
practice. No person shall, on the ground$ of race, sex, age, disability, creed, color, genetic testing, or national origin, be
refused the benefits af, or be otherwise subjected t4 discrimination under any acti�ities resulting from this FtFQ.
B. Americans w�th Disabilities Act (AbA) Compliance: No Offeror, or Offeror's agent, shall
engage in any discriminatory employment pr�dice agafnst individuals with disabilities as defined
in the ADA,
56. BUY AMEF�ICAN ACTSUPPLIE$ (NOT APPLICA�L�)
57. RIGHT TO INFORMATION: The City pf Denton reserves ttle right to use any and all infprmation presented in any
response to this sqlicitation, whether amended or not, except as prohibited by taw. Selection of rejection vf the
submittal does not affect this right.
58. LICENSE FEES 4R TAXES: �'rovided the solicita�on requires an awarded cqntraCtor or supplier to be licensed by
the State of Texas, any and all fees and taxes are the respOnsibility of the responden#.
58. PREVAILING WAGE 12AT�S: All respondents will be required to comply with provision 5159� of "Vernon'S
Contract IF'B 4973 Page 14 of 16
Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting
discrimination in the employment practices. htta://www.access.4po.aov/davisbacon/bc.html
6D. COMPLIANC� WITH ALL STATE, FEDERAL, AND LOCAL L.AWS: The contractor or supplier shall comply with
all State, Federal, and L,ocal laws and requirements. The Respondent must comply with alf applicable laws at all
times, including, without limitation, the following: (i) §36_02 of the Tc?xas Panal Cade, 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 811 notices and comply with all laws and regulations applicable to furnishing and perFormance
of the Contract.
61. FEDERA►L, STATE, AND LOCAL R�QUIREMENiS: 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 Workers Compensation insurance coverag�. Respondent shall
ensure compliance with all federal and State tax laws and withholding requirements. The City of qenton shall not be
liable to Respondent or its employees fpr any Unemployment or Workers' Comp�nsation coverage, or federal or
5tate withholding requirements. Contractor shall indemnify the City of Denton and shall pay all wsts, pen�lties, or
losses resulting from RespondenYs omission pr breach of this Section.
62. DRUG FREE WORKPLACE: 'fhe contractor shall comply with the applicable provisions of the Drug-Free Work
Place ACt of 198$ (Public Law 100-690, Title V, Subtitle D; �41 U.S.C. 7Q1 ET SEQ.) and maintain a drug-free work
environment; and the 5nal rule, govemment-wide requirements for drug-free work pl�ce (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 cpntractor shall comply with
the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued.
63. RESPONDEMT LIABILITY FOR DAMAG� TO GOVERNMENT PROPERTY: The Respondent shall be liable for
all damages to goverhment-owned, leased, or occupied property and equipment caused by the Respondent and its
employees, agents, subcontractors, and suppliers, including any delivery ar cartage company, in cpnnection with any
performance pursuant to the Contract 7he Respondent shatl notify the City of Denton Procurement Manager in
writing df any such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respond�nt 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 everrt of
an occurrence under this Section, the Respondent will be excused from ahy furtller perFnrmance or observance of the
requirements so affected for as long as such circumstances prevail and the Respondent wntinues to use
commercially reasonable efForts to recommence performance or observance whenever and to whatever extent
possible withouf delay. The Respondent shall immediately notify the City of Denton Procurement Manager by
telephon� (to be confirmed in writing within five (5) calendar days of the inceptipn of suGh occurrence) and describe
at a reasonable level of detail thE Grcumstances causing the non-pertormance or detay in perFormance.
65. NON-WAIVER OF RIGHTS: Failure of a Parky to require perFormance by another Party under the Contract will
not affect the right of such Party to require pertormance in the future. No delay, failure, or waiver of either Party's
exercise or partial exercise of any right ar remedy under the Contract shall operate to limit, impair, preclude, cancel,
waive or otherwise affect sUCh right or remedy. A waiver by a P�rty of a�y breach of any term of the Contract will not
be construed as a waiver of any continuing or succeeding breach.
66. NO WAIV�R OF SOVEREIGN IMMUNI'i'Y: 7he Pa�ies expressty agree that no provision of the Contract is in
any way intended to �onstitute a waiver by the City of Denton of any immunities from suit or fram liability that the City
of Denton may have by operation qf law.
67. RECORaS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical
records, and any other records or books relating to the performances called for in the Ganfract The Respondent shall
retain �II such records for a period of fpur (4) years after the expiratiqn of the Contract, or until the CPA or Staie
Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is IongEr. 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 entiry that has authority to review records due to f�deral funds being
spent under the Contract.
Contract IFE3 4973 Page 15 of 16
�XHIBIT C
SPECIAL TERMS APID C4NDITIONS
Contract Terms
Successful vendor(s) will be awarded a THF2EE (3) year contract, �ffective from date of
award or notice ta proceed as determined by the City of Denton Purchasing
Department. At fihe City of Denton's option and approval by the vendor, the contract
may be renewed for up to twa additionai one-year periods, as further explained in
Renewal Optiohs.
Renewai Op#ions
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-�scalati4n
The City will implement an escalation/de-escalation price adjustment quarterly. The
escalation/de-escalatian witl be based upon manufacturer published pricing sheets to
the vendor. The price will be increased or decreased based upon the quarterly
percentag� change in the manufactur�r's price list. The price adjustment will be
determined qu�rterly from the award date. Should thE ch�nge exceed or decrease a
minimum threshold value of +l-1 %, then the stated eligible bid prices shall be adju�ted
in accordance with the published price chang�. It is the vendors or th� Cities
responsibility to request a price adjustment quarterly in writing. The v�ndor must
submit or make� available the manufacturers p,ricin� sheet used to calculate the
bid proposal, to particieate in the escalation/de-escal�tion clause.
Deliverv
Deliv�ry shall be made F.O.B. to the City of Denton Warehouse. Delivery shall be
m�de within two�weeks A.R.Q., unless otherwise noted on the bid proposal submitted
by bidder.
PrQduct Chanqes durina Contract Term
The supplier shall not� change specifications during the contract term withbut prior
approval. Any devi�tion in the specifications or change in the product must be
approved ir� advance by the City of Denton. Natice af a change shall be submitted in
writing to dentonpurchasinqCa�citvofdenton.com, with the RFP number in the subject
line, far review. Products found to have changed specification� without notification, �nd
acceptance, will be returned at the supplier's expense. Products that have been
installed will be replaced at the supplier's expense.
Contract 1FB 4973 Page 16 of 16
IF'B # 4973 - EXHIBIT b
EXPIRATION DATE SEPTEMBER 11, 2015
Description: Three Year Contract for Water & Sewer Inventory - Ealaibit A, Pert
Item DDC Item
No. Q�' UoM No Description VENDOR
Fortiline
Wa[envorks
Priaciple Place of Basiness: x�rom ccry, rx
SECTION B:
16 5 EA 89D30051 MANHOLE ADJUSTMI?NT RING, HDPE 24" X 2" $21.65
17 5 EA MANHOLE ADJUSTMENT RING, HDPE 24" X 4" $42.00
89030054
18 5 EA MANHOLE ADJUSTMENT RING, HDPE 24"X1.5" $21.65
89D30052
19 5 EA M�'IHOLE ADJUSI"MENT RING, HDPE 24"X1.5" ��,65
8903D053 WEDGE
SECTTON C:
41 5 EA 67039340 SLEEVE, SOLID DI MJ 12" LONG 5202.30
42 5 EA 87039220 SLEEVE, SOLID DI M7 4" LONG $58.76
43 23 EA 87039280 SLEEVE, SOLID DI MJ 6" LONG 584.75
58 L 1 EA EBAA MEG-A-LUG GLAND KIT ]2" C-900 $74.70
67040800
59 17 EA EBAA MEG-A-LUG GLAND KIT 4" C-900 �23.70
67040600
60 42 EA EBAA MEG-A-LUG GLAND KIT 6" C-900 $30.40
67040650
62 11 EA EBAA MEG-A-LUG GLAND KIT 12" CUDI $68,70
63 18 EA EBAA MEG-A-LUG GLAND KIT 4" Cl/DI 520.80
64 43 EA EBAA MEG-A-LUG GLAND KIT 6" Cl/DI 525.50
65 20 EA EBAA MEG-A-LUG GLAND KIT 8" CUDI $35.10
66 5 EA EBAA MEG-A-LUG GLAND KIT t6" DI CL52 5120.00
67 S EA EBAA MEG-A-LUG GLAND KIT 18" DI CL52 $159,50
68 5 EA EBAA MEG-A-LUG GLAND KIT 20" DI CL52 $194.70
70 5 EA BOLT SET FOR 4" TAPPING VALVE $5.20
67082175
71 5 EA BOLT SET FOR 6" TAPPING VALVE 58.20
72 5 EA BOLT SET FOR 8" TAPPING VALVE $8.85
67082177
74 5 EA aOLT/GASKET SET-4" FLANGE PACK $5,20
87D82170
76 5 EA BOLT/GASKET SET-8" FLANGE PACK $8.75
67082172
77 5 EA BOLT/GASKET SET-16" FLANGE PACK $36,85
78 5 EA BOLT/GASKET SET-16" FLANGE PACK 557.90
79 5 EA BOLT/GASKET SET-20" FLANGE PACK $65.80
94 174 EA CLAMP, BANDING ST 51" LENGTH $3.20
87044730
97 5 EA 67052360 CLAMP, REPAIR I/2" SST 54.23
119 8 EA 67039030 PLUG, VALVE MJ 6" 537.75
120 3 EA 67039050 PLUG, VALVE M7 8" 567.75
12l 5 EA 67082400 VALVE, TAPPING 12" MJ x FL $1,172.00
122 2 EA 67062200 VALVE, TAPPING 4" MJ x FL $306,30
123 5 EA 67082250 VALVE, TAPPING 6" MS x FL $390.85
124 5 EA 67082300 VALVE, TAPPING 8" MJ x FL $622.50
130 5 EA 67039010 PLUG, VALVE MJ 4" $23.00
131 5 EA PLUG, VALVE MI 12" $131.00
SECTION E•
162 5. EA 67039080 CAP, PIPE DI MJ 12" $123.30
l64 16 QT 6700601 D PIPE COMPOUND SEALANT �'12.00
IFB # 49'73 - EXH[BIT D
EKPII2ATION DATE SEPTEMBER 11, 2015
DesCription: T6ree YeRr Contract for Water & Sewer Iaveatory - EXhibit A, Part
INo Qty. UoM DDC�Item DescripHon VENDOR
Fortiline
Wateivvorks
Principle Place of Business: Hatmm Ciry, Tx
165 5 COIL TUBING, HDPE 1 1!2", 100' COIL LENGTH $66.00
67025000
168 35 COIL TUBING, HDPE 2", 100' COIL LENGTH $108.00
87025020
169 23 RL ENCASEMENT, LDPE 29" X 200' ROLL $52.00
670254D0
170 5 RL ENCASEMENT, LDPE 52" }C 20D' ROLL 5100.50
171 5 RL ENCASEMENT, HDPE 52" X 200' ROLL 5373.70
172 5 RL POLY TAPE 2" X 100' 10 M1L $3.95
185 5 EA BEND, 22 1/2° DI 18° M7 $714.45
SECTION F:
231 26 EA COUPLING, METER EXPANSION 3/4" $14.OD
89045000
252 217 EA COUPLIlVG, STRAIGHT METER, BRASS, 1" x 2.5" s10.50
89045140 �
253 42 EA COUPLING, STRAIGHT METER, BRASS, 1" x 3" �13.80
89045150 �
254 45 EA COUPLING, STRAIGHT METER, BRASS, 1" x 8.5" gZ3.70
89045160 MIP
255 102 EA COUPLING, STRAIGH'C METER, BRASS, 3/4" x $6.80
8904511D Z•5�� M�
256 82 EA COUPLING, STRAIGHT METER, BRASS, 3/4" x 3" $B ZS
89045115 �
268 9 EA REDUCER HUSHING,HEX,BRASS, 2"X1.5" 59.10
67037960
270 11 EA 67038U80 TEE, BRASS, 1 1/2" X 1 1/2" TH $14.70
274 58 EA 87043260 COUPLING, BRASS, 1" FIP-FTP $4.30
288 4l EA VALVE, SALL STRAIGHT SERVICE 1" FIP-FIP $55.90
67069550
289 275 EA VALVE, BALL STRAIGHT 3IItV[CE 1" PJ-FIP $62.40
67069500
290 37 EA VALVE, BALL STRAIGfiT SERVICE 3/4" FIP-FIP $35.95
67069400
29] 61 EA VALVE, BALL STRAIGHT SERVICE 3/4" PJ-FIP 540.60
67069300
SECTION G: -
313 5 EA SADDLE,TAP,18"Xl"BRASS $442.35
3l4 5 EA SADDLE,TAP,18"X2"BRASS $442.35
319 10 EA GASKET, FULL FACE RED RUBBER 4" X 1/8" �2.30
67058640
320 10 EA GASKET, FULL FACE RED RUBBER 4" X 1/16" 52.30
321 10 EA GASKET, FULL FACE R�D RUBBER S" X t/S" 54.70
67058680
322 10 EA GASKET, FULL FACE RED RUBBER 8" X 1/16" $4.70
324 10 EA GASKET, FULL FACE RED RUBBER 6" X 1/8" 53.50
325 ]0 EA GASKET, FULL FACE RED RUBBER 6" X 1/16" $3.50
67058660
SEC1'ION H: , ,
328 67 EA 87058280 ADAPTER,SEWER6"PVC-6"PVC $46.75
331 5 EA ADAPTER,S�WERECCEN"fRiC12"VCP-12"PVC $73.20
67058210
351 419 TC PIPE, PVC, WATER, 12", 20' ]T, DR-18 5270.00
67025320
352 8 Tf PIPE, PVC, SEWER, 10", 13' JT, SDR35 a65,38
67025100
353 10 JT PIPE, FVC, SEWER, 12", 13' TC, SDR35 593.94
67025120
IFB # 4973 - EXHIBIT D
EXPIRATION DATE SEPTEMBER 11, 2015
Description: Three Year contract for Water & Sewer Inventory - Exhibit A, Part
Item DDC Item
No. Qty' UoM No Description VENDOR
Forpiline
Waterworks
Principle Place of Business: xaltom Ciry, Tx
354 292 JT PIPE, PVC, SEWER, 4", 14' ]T, SDR35 510.78
87025D50
355 91 JT PIPE, PVC, SEWER, 6", 14' TI', SDR35 $z3.24
6702506D
356 213 JT PIPE, PVC, SEWER, 8", 14' IT, SDR35 $41J2
67025080
357 12 JT PIPE, PVC, WATER, 4", 20' JT, DR-18 $37.40
67025200
358 159 JT P[PE, PVC, WA1'ER, 6", 20' TI', DR-18 $74.00
67D25250
359 5 JT PIPE,DI,WATER, 16", 18' Tf, CL52 a865.98
360 5 JT PIPE,DI,WATER, 18",18' IT, CL52 $1,124.10
361 5 1T PIPE,DI,WATER, 20", IS' JT, CL52 $1,101.60
362 175 Tf 67025300 PIPE, PVC, WA'PER, 8", 20' 7T', DR-18 �128.40
SECTION K:
406 5 EA LID ONLY, WATER METER BOX, 55 SIZE $30.00
89040028
409 1450 PR LOCK&SPRING,BRASS,METERBOXLID $15.25
89040026
SECTION L: ` -
413 5 EA BOLT, T-HEAD, ANTI-ROTAT[ON, NUT 3/4" X 4" g�,50
32020450 SST
418 I1 EA 44538090 HAMMF(t/p[)I,LER, MANHOLE LID $�90,00
2 Weeks
"Large valves
Delivery can be made within weeks after receipt of order. & fittings can
take 6-21
weeka
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND METRON-FARNIER LLC FOR THREE YEAR
CONTRACT FOR SUPPLY WATER AND SEWER INVENTORY
IFB 4973
THIS CONTRACT is made and entered into this 11 day of Se�tember A.D., 2012, by
and between Metron-Farnier LLC a corporation, whose address is 5665 Airport Blvd.,Boulder,
CO 80301 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 — Three Year Contract for Su�plv of Water and Sewer Inventory 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 �le at the office 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."
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND METRON-FARNIER LLC FOR THREE YEAR
CONTRACT FOR SUPPLY WATER AND SEWER INVENTORY
IFB 4973
THIS CONTRACT is made and entered into this 11 day of September A.D., 2012, by
and between Metron-Farnier LLC a corporation, whose address is 5665 Airport
B1vd.,Boulder,CO 80301 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 — Three Year Contract for Supply of Water and Sewer Inventorv 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 office 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.
S PLIER
BY: ���
AUTHORIZED SIGNATURE
Date: / `" Z �' ZC� J �Z
Name: � �-S a ^ u �� � � �''
Title: � �� [_ �;v� � � �Q-tiQ� �.-�
J
CITY OF DENTON,
BY: ' �~ -
GEORGE C. CAMPBELL, C TY MANAGER
DATE: ��/ ��
ATTEST
BY: .�,/lfl' �,�(�r�'�, ���.
JE FER WALTERS, CITY SECRE A'? RY
APPROVED A$ TO LEGAL FORM:
�
BY: i � �
ITA BURGESS, CITY TTORNEY
Contract IFB 4973 Page 2 of 16
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 Proposel response, Invoice or
Statement shall setve to modify the terms set forth herein. If there is a conflict between the provisions on the face of
the Contract/Purchase Order these written provisions wiil 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 DATEITERM. 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 Suppiemental Terms and Conditions. Unless otherwise stated in the Offer, the
Contractor's price shall be deemed to inciude 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 de�ivery 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 Contractor's, or the Contractor's
Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the
Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to
the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with 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
Contract IFB 4973 Page 3 of 16
conforming tender within the time allotted in the contract.
Contract IFB 4973 Page 4 of 16
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 differ from expected conditions.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which
they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in
participating or responding to a solicitation or while in the course and scope of delivering goods or services under a
City of Denton contract or on the City's property .
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, it's
Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health,
safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but
not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In
case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City
harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind
arising from the breach of the Contractor's obligations under this paragraph.
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.
Contract IFB 4973 Page 5 of 16
The City wili furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar
days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at
the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum
lawful rate; except, if payment is not timely made for a reason for which the City may withhold
payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for
withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the Ciry, 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 nuil 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 insu�cient 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 warranry 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 speciai 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.
Contract IFB 4973 Page 6 of 16
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 availabie 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 shail 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 other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or
otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like
deliverables under similar terms of purchase.
Contract IFB 4973 Page 7 of 16
2�. 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 promptiy 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 warranry 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 4973 Page 8 of 16
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 pertorming 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 repo�t 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 defauit 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 pertormance 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" shali include any and all claims, demands, suits, causes of action, judgments
and liability of every character, type or description, including ali 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, empioyees and subcontractors; the officers, agents, and employees of such subcontractors; and
Contract IFB 4973 Page 9 of 16
third parties); andlor (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
Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shal� include the sale of defective or non-
conforming deliverables, negligence, wiliful 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 shail 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
Contract IFB 4973
Page 10 of 16
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 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 ciass mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address
specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the
City shall be addressed to the City at 901 B Texas Street, Denton, Texas 76209 and marked to the attention of the
Purchasing Manager.
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 harmiess 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
Contract IFB 4973 Page 11 of 16
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� 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 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 pubiished 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
guilry 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
Contract IFB 4973 Page 12 of 16
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 senrices 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, wortcer'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 perfoRn
the services hereunder according to the attached specifications at the general direction of the Ciry 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 conformiry 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 ciaim 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, compiete 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. Aithough 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 paRies, 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. Shouid 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.
Contract IFB 4973 Page 13 of 16
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
paRies 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 unenforceabiliry 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 Exciuded 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, shali 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, shali
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
Contract IFB 4973 Page 14 of 16
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.4po.4ov/davisbaconlbc.html
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 pertormance
of the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with the
Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with
issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State
unemployment insurance coverage and standard Worker's Compensation insurance coverage. Respondent shall
ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be
liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or
State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or
losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work
Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work
environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the O�ce
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, �r 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 ail financial records, supporting documents, statistical
records, and any other records or books relating to the performances called for in the Contract. The Respondent shall
retain all such records for a period of four (4) years after the expiration of the Contract, or until the 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 4973 Page 15 of 16
EXHIBIT C
SPECIAL TERMS AND CONDITIONS
Contract Terms
Successfui vendor(s) will be awarded a THREE (3) 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
The City will implement an escalation/de-escalation price adjustment quarterly. The
escalation/de-escalation will be based upon manufacturer published pricing sheets to
the vendor. The price will be increased or decreased based upon the quarterly
percentage change in the manufacturer's price list. The price adjustment will be
determined quarterly from the award date. Should the change exceed or decrease 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. The vendor must
submit or make available the manufacturers pricinq sheet used to calculate the
bid proposal, to participate in the escalation/de-escalation clause.
Deliverv
Delivery shall be made F.O.B. to the City of Denton Warehouse. Delivery shall be
made within two weeks A.R.O., unless otherwise noted on the bid proposal submitted
by bidder.
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 dentonpurchasinqCa)cityofdenton.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.
Contract IFB 4973 Page 16 of 16
IFB # 4973 - EXHIBIT D
EXPIRATION DATE SEPTEMBER 11, 2015
Description: Three Year contract for Water & Sewer
Item DDC Item
No. Q�'' UoM No Description VENDOR
Metron-
Famier LLC
Principle Place of Business: Boulder,
CO
SECTION J:
398 5 EA METER, WATER SNGL JET,S260-3"+ 51,949.00
89045465
399 l2 EA METER, WATER,SINGLEJET, 5175+ $1,869.00
89045460
400 5 EA METER, WATER,SINGLE TET, 3444+ $2,849
89045475
401 5 EA METER, WATER,SNGL JET,S260-4"+ $2,198.00
89045470
Delivery can be made within weeks after receipt of order. 3 Weeks
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND BADGER METER, INC. FOR THREE YEAR
CONTRACT FOR SUPPLY WATER AND SEWER INVENTORY
IFB 4973
THIS CONTRACT is made and entered into this 11 day of September A.D., 2012, by
and between Badger Meter, Inc. a corporation, whose address is 4545 W. Brown Deer
Rd.,Milwaukee,WI 53223 hereinafter refei7ed to as "Supplier," and the CITY OF DENTON,
TEXAS, a home rule municipal coiporation, hereinafter refeired 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
1FB 4973 — Three Year Contract for Supplv of Water and Sewer Inventoiv thereto, a copy of
which is available at the office of the Purchasing Agent, and incoiporated herein for all puiposes
as Exhibit "A". The Contract consists of this written agreement and the following iterns which
are attached hereto and incoiporated herein by reference:
(a) City of Denton Bid Documents IFS 4973 ( Exhibit "A" on file at the office 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 �vritten.
SUPPLIER
BY: - Lc�.�'
AUTHORIZED SIGNATURE
Date: �1/ � S/�'Y
Name: Pamela G. Stoklce-Ceci
Title: Assistant Secretary
CITY OF D NTON, T�
BY• - - —
RG C. CAMPBELL, CITY MANAG�R
DATE: / �—/���
ATTEST
BY: � ,
JE IFER WAL'TERS, CITY SECRETA
AFPROVED A$TO LEGAL FORM:
BY: �
A BURGESS, ITY RNE
Contracl lFB 4973 Page 2 of 76
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 Contract/Purchase Order these written provisions will take precedence.
By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be governed by
the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified
in the Contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goods, and
Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase Services to be perFormed principally at the
City's premises or on public rights-of-way.
1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the
Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the
Contract and all applicable Federal, State, and local laws, rules, and regulations.
2. EFFECTIVE 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 Contractor's, or the Contractor's
Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the
Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to
the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with 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
Contract IFB 4973 Page 3 of 16
conforming tender within the time allotted in the contract.
Contract IFB 4973 Page 4 of 16
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 differ from expected conditions.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which
they will perForm under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in
participating or responding to a solicitation or while in the course and scope of delivering goods or services under a
City of Denton contract or on the City's property ,
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, it's
Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health,
safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but
not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In
case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City
harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind
arising from the breach of the Contractor's obligations under this paragraph.
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 appiicable, the DepartmenYs 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.
Contract IFB 4973 Page 5 of 16
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar
days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at
the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum
lawful rate; except, if payment is not timely made for a reason for which the City may withhold
payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for
withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the 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 CL05E-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 wiil 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.
Contract IFB 4973 Page 6 of 16
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 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 6ond 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 other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or
otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like
deliverables under similar terms of purchase.
Contract IFB 4973 Page 7 of 16
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 no additionai 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 (3o)
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 ali 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 4973 Page 8 of 16
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
pertormance 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
Contract IFB 4973 Page 9 of 16
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
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 effecti�e 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
Contract IFB 4973 Page 10 of 16
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 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 pertorm
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 shali be deemed delivered three (3) business days after
postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered
by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by
first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address
specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the
City shall be addressed to the City at 901 B Texas Street, Denton, Texas 76209 and marked to the attention of the
Purchasing Manager.
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
cou�t 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
Contract IFB 4973 Page 11 of 16
reasonable measures to ensure the continued confidentiality of the Confidential Information.
38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the
world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such
patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if
necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such
patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its
employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably
approved by the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their
creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall
own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the
City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such
deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor
hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to
execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such
deliverables. With respect to such work made-for-hire, the Contractor agrees to execute, acknowledge, and deliver
and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a
work-made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such
deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to,
execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments
which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work
registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and
in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title,
and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to
be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a.,
b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City
should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables,
but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under
the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally
developed material unless otherwise specifically provided in the Contract. When material not originally developed is
included in a report in any form, the source shall be identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the
City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or
retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage,
brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies
maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City
shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct
from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage,
brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is
determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the
Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing
favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the
performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall
be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the
Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS; No officer, employee, independent
consultant, or elected official of the City who is involved in the development, evaluation, or 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
Contract IFB 4973 Page 12 of 16
shall complete and submit the City's Conflict of Interest Questionnaire (Attachment B).
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee
relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor.
The Contractor agrees and understands that the Contract does not grant any rights or privileges established for
employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or
sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform
the services hereunder according to the attached specifications at the general direction of the City Manager of the City of
Denton, Texas, or his designee under this agreement.
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 skilis 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.
Contract IFB 4973 Page 13 of 16
Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or
jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the
parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any
competent authority as contemplated herein.
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
Contract IFB 4973 Page 14 of 16
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.caov/davisbacon/tx.html
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 shali pay all costs, penalties, or
losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work
Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET 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 prevaii 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 performances called for in the Contract. The Respondent shall
retain all such records for a period of four (4) years after the expiration of the Contract, or until the 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 4973 Page 15 of 16
EXHIBIT C
SPECIAL TERMS AND CONDITIONS
Contract Terms
Successful vendor(s) will be awarded a THREE (3) 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
The City will implement an escalation/de-escalation price adjustment quarterly. The
escalation/de-escalation will be based upon manufacturer published pricing sheets to
the vendor. The price will be increased or decreased based upon the quarterly
percentage change in the manufacturer's price list. The price adjustment will be
determined quarterly from the award date. Should the change exceed or decrease 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. The vendor must
submit or make available the manufacturers pricinq sheet used to calculate the
bid proposal, to participate in the escalation/de-escalation clause.
Deliverv
Delivery shall be made F.O.B. to the City of Denton Warehouse. Delivery shall be
made within two weeks A.R.O., unless otherwise noted on the bid proposal submitted
by bidder.
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(a�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.
Contract IFB 4973 Page 16 of 16
IF'B # 4973 - EXHIBIT D
EXPIRATION DATE SEPTEMBER 11, 2015
Description: Three Year contract for Water & Sewer
Item Qty UoM DDC Item Description VL�NDOR
No. No.
Badger Meter,
Inc.
Principle Place of Business: Milwaukee,
WI
SECTION .R
391 25 EA METER, WATER 3/4" X 3/4" DIRECT
89045205 READ 367.75
392 29 LA METER, WATER 1 1/2" DTRECT
89045300 READ, FL $267.80
393 8� �A gg045250 METER, WATER 1" DIRECT READ $92.70
397 7 EA METER, VVATER FIRE HYDRANT 3" $G94.40
89045600
402 5 EA METER,WATER 3" TURBINE g580.27
DIRECT READ, FL, 2" TEST PORT
Delivery can be made within weeks after receipt of order. 30 Days ARO
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND POWERSEAL PIPELINE PRODUCTS FOR THREE
YEAR CONTRACT FOR SUPPLY WATER AND SEWER INVENTORY
IFB 4973
THIS CONTRACT is made and entered into this 11 day of September A.D., 2012, by
and between PowerSeal Pipeline Products a corporation, whose address is 701 Pleasant View
Drive,Wichita Fa11s,TX 76306 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 — Three Year Contract for Su�lv of Water and Sewer Inventorv 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 �le at the office of
the Purchasing Agent)
(b) City of Denton Standard Terms and Conditions (E�ehibit "S")
(c) Special Terms and Conditions (Exhibit "C")
(d) Supplier's Proposal. (Exhibit "D");
These documents malce 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 ar 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.
SUPPLIER
BY: C����
AUTHORIZED SIGNATURE
Date: 9��� �12
Name: c�u� ��� � � %li'�
Title:� C.,17f1n1�
CITY OF NTO ,
BY: � �`
GEORGE C. CAMPBELL, CITY MANAGER
DATE: �Z�3��Z�
ATTEST -
BY: � L� C, ����yi�' .
JE FER WALTERS, CITY SECRETAR
APPROVED A$ TO LEGAL FORM:
BY: �
TA BURGESS, ITY A ORNEY
Contract IFB 4973 Page 2 of 16
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 Contract/Purchase Order these written provisions will take precedence.
By submitting an OfFer in response to the Solicitation, the Contractor agrees that the Contract shall be governed by
the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified
� in the Contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goods, and
Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase Services to be performed principally at the
City's premises or on public rights-of-way.
1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the
Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the
Contract and all applicable Federal, State, and local laws, rules, and regulations.
2. EFFECTIVE 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 Contractor's, or the Contractor's
Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the
Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to
the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with 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
Contract IFB 4973 Page 3 of 16
conforming tender within the time allotted in the contract.
Contract IFB 4973 Page 4 of 16
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 differ from expected conditions.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the perFormance of the services which
they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in
participating or responding to a solicitation or while in the course and scope of delivering goods or services under a
City of Denton contract or on the City's property .
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 empioy such worker again on Contract services without the City's prior written
consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration
Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for
any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the
Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996,
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's
Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health,
safety, and environmental laws, ordinances, rules and regulations in the perFormance of the services, including but
not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In
case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City
harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind
arising from the breach of the Contractor's obligations under this paragraph.
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.
Contract IFB 4973 Page 5 of 16
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar
days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at
the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum
lawful rate; except, if payment is not timely made for a reason for which the City may withhold
payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for
withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the 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.
Contract IFB 4973 Page 6 of 16
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 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 other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or
otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like
deliverables under similar terms of purchase.
Contract IFB 4973 Page 7 of 16
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 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
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 abo�e 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 defecti�e 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 4973 Page 8 of 16
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
Contract IFB 4973 Page 9 of 16
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
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 "othe�" 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 re�iew
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
Contract IFB 4973 Page 10 of 16
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 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 901 B 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 Confidentfal 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
Contract IFB 4973 Page 11 of 16
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 ali copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the
City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such
deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor
hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to
execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such
deliverables. With respect to such work made-for-hire, the Contractor agrees to execute, acknowledge, and deliver
and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a
work-made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such
deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to,
execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments
which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work
registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and
in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title,
and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to
be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a.,
b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City
should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables,
but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under
the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally
developed material unless otherwise specifically provided in the Contract. When material not originally developed is
included in a report in any form, the source shall be identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the
City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or
retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage,
brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies
maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City
shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct
from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage,
brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is
determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the
Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing
favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the
perForming of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall
be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the
Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS; No officer, employee, independent
consultant, or elected official of the City who is involved in the development, evaluation, or 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
Contract IFB 4973 Page 12 of 16
shall complete and submit the City's Conflict of Interest Questionnaire (Attachment B).
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee
relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor.
The Contractor agrees and understands that the Contract does not grant any rights or privileges established for
employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or
sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform
the services hereunder according to the attached specifications at the general direction of the City Manager of the City of
Denton, Texas, or his designee under this agreement.
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 individuai 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 skilis 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.
Contract IFB 4973 Page 13 of 16
Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or
jurisdiction. Ali issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the
parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any
competent authority as contemplated herein.
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
Thanksgi�ing 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 Ho�iday 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
Contract IFB 4973 Page 14 of 16
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:Jlwww.access.qpo.qov/davisbacon/tx.html
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
losses 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 perFormances called for in the Contract. The Respondent shall
retain all such records for a period of four (4) years after the expiration of the Contract, or until the 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 4973 Page 15 of 16
EXHIBIT C
SPECIAL TERMS AND CONDITIONS
Contract Terms
Successful vendor(s) will be awarded a THREE (3) 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
The City will implement an escalation/de-escalation price adjustment quarterly. The
escalation/de-escalation will be based upon manufacturer published pricing sheets to
the vendor. The price will be increased or decreased based upon the quarterly
percentage change in the manufacturer's price list. The price adjustment will be
determined quarterly from the award date. Should the change exceed or decrease 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. The vendor must
submit or make available the manufacturers pricinq sheet used to calculate the
bid proposal, to participate in the escalation/de-escalation clause.
Deliverv
Delivery shall be made F.O.B. to the City of Denton Warehouse. Delivery shall be
made within two weeks A.R.O., unless otherwise noted on the bid proposal submitted
by bidder.
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(a7citvafdenton.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.
Contract IFB 4973 Page 16 of 16
IFB # 4973 - EXHIBIT D
EXPIRATION DATE SEPTEMBER 11, 2015
Description: Three Year contract for Water 8i �ewer
Item ' DDC Item
No. Q�' UoM No Description VENDOR
PowerSeal
Pipeline
Products
Principle Place of Business: �lichita Falls,
TX
�
48 5 EA SLEEVE, TAPPING 10" X 6" SST MJ $437.06
67039750
49 6 EA 67039900 SLEEVE, TAPPING 12" X 6" SST MJ $447.56
50 2 EA 67039950 SLEEVE, TAPPING 12" X 8" SST MJ $563.22
51 17 EA SLEEVE, TAPPING 6" X 6" SST M7 $379.39
67039660
52 10 EA 67030490 SLEEVE, TAPPING 6" X 4" SST MJ $302.70
53 10 EA 67039550 SLEEVE, TAPPING 8" X 4" SST MJ $329.43
54 10 EA 67039850 SLEEVE, TAPPING 12° X 4" SST MJ $365.16
55 13 EA SLEEVE, TAPPING 8" 3C 8" SST MJ $503.83
67039650
56 8 EA SLEEVE, TAPPING 8° X 6" SST MJ $400.22
67039600
57 5 EA 67039800 SLEEVE, TAPPING 10" X 8" SST MJ $549.23
92 5 EA 67052020 CLAMP, LEAK 2" X 6" SST $26.46
98 5 EA 67052460 CLAMP, REPAIR 2" SST $7.67
100 5 EA 67052520 CLAMP, TAP 4"X3/4" SST $64.35
1�1 7 EA 67052580 CLAMP, TAP 6"Xl" SST $66.30
102 5 EA 67052620 CLAMP, TAP 8"Xl" SST $70.00
296 38 EA 67052860 SADDLE TAP,BRASS,6"Xl" $69.71
297 5 EA 67052800 SADDLE TAP,BRAS5,4"Xl" $48.14
298 5 EA 67052820 SADDLE TAP,BRASS,4"X2" $60.64
299 5 EA 67052840 SADDLE TAP,BRASS,6"X3/4" $70.20
300 59 EA 67052920 SADDLE TAP,BRAS5,8°Xl" $78.81
301 5 EA 67052900 SADDLE TAP,BRASS,8"X3/4" $78.71
309 5 EA 67052991 SADDLE,TAP,16"Xl" BRASS $232.30
311 5 EA 67052992 SADDLE,TAP,16"X2" BRASS $256.21
317 19 EA 67052950 SADDLE,TAP,8"X2" BRASS $86.20
318 19 EA 67052880 SADDLE TAP,BRASS,6"X2" $74.70
Deliveiy can be made within weeks after receipt of order. 1-2 Weeks