2012-304ORDINANCE NO. 2012-304
AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING AN 1NITIAL
ONE (1) YEAR CONTRACT WITH THE OPTION TO EXTEND FOR FOUR (4) ADDITIONAL
ONE (1) YEAR PERIODS FOR THE SALE OF CITY OF DENTON SCRAP ELECTRICAL
WIRE, METALS, ELECTRIC METERS AND WATER METERS TO FULTON SUPPLY AND
RECYCLING, INC.; AND PROVIDING AN EFFECTIVE DATE (RFP 5022-AWARDED TO
FULTON SUPPLY AND RECYCLING PER THE CONTRACT PRICING SHOWN ON EXHIBIT
A).
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
the sale of scrap electrical wire, metals, electric meters and water meters in accordance with the
procedures of State law and City ordinances; and
WHEREAS, the City Manager or a designated employee has received and reviewed and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for proposals;
NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFP
NUMBER CONTRACTOR AMOUNT
5022 Fulton Supply and Recycling Exhibit A
SECTION 2. By the acceptance and approval of the above numbered items of the submitted
proposals, the City accepts the offer of the persons submitting the proposals for such items and
agrees to sell the materials in accordance with the terms, specifications, standards, quantities and for
the specified pricing contained in the Proposal Invitations, Proposals, and related documents.
SECTION 3. Should the City and person submitting approved and accepted items and of the
submitted proposals wish to enter into a formal written agreement as a result of the acceptance,
approval, and awarding of the proposals, the City Manager or his designated representative is hereby
authorized to execute the written contract; provided that the written contract is in accordance with
the terms, conditions, specifications, standards, quantities and specified pricing contained in the
Proposal and related documents herein approved and accepted.
SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under the RFP 5022 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 5. This ordinance sha11 become effective immediately upon its passage and
approval.
,
PASSED AND APPROVED this the (1� � day of , 2012.
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPR ED A TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
Exhibit A
CONTRACT # 5022
BY AND BETWEEN CITY OF DENTON, TEXAS
AND FULTON SUPPL'Y AND RECYCLING, Inc.
THIS CONTRACT is made and entered into this 6th day of November A.D., 2012, by
and between Fulton Supplv and Recycling, Inc. a corporation, whose address is 1404 Fort
Worth Drive, Denton, Texas 76205, hereinafter referred to as "Contractor," 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
Contractor shall provide products or services in accordance with the Contractor's
proposal in response thereto, a copy of which is attached hereto and incorporated herein for all
purposes as Exhibit "A". The Contract consists of this written agreement and the following
items which are attached hereto arid incorporated herein by refer`ence:
(a) Contractor Response to RFP 5022 — Contract Pricing
(b) City of Denton Standard Terms and Conditions
and contractual requirements
(c) Contractors' Business Information
(d) Contractor Response to RFP 5022 - Conflict of Interest Questionnaire
(e) Contractor Response to RFP 5022 - Insurance Documentation ,
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 C�ntract 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.
ATTEST:
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APPROVED AS TO FORM:
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TA BURGESS, CITY TTORNEY
ATTEST:
Cit of Denton
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EXHIBIT D
Contract Pricin�
Exhibit 1
RFP 5022 Pricing Sheet for Sale of Scrap Materials
The respondent shall complete the following section, which direct/y corresponds to Section !I - Scope of Services, and Section V, Payment and Performance Requirements.
The contractor shall not make chonges to this format.
No. DESCRIPTION VENDOR
Fulton Supply and Recycling, Inc.
Principle Place of Business: 1404 Fort Worth Drive Denton, Texas 76205
Successful bidder must provlde local drop off location. List 1404 Fort Worth Drive Denton, Texas 76205
street adderess and hours of operation.
Scheudled Container Pick UP - can contractor meet the 48 YES!
hour minimum, after notificatlon7
Percentage to be paid of A.M.M. Prevailing Market Price for Houston for the day of Pick Up/Delivery
� Aluminum: Old Aluminum Sheet & Cast Houston High Side
consisting of:
A. ACSR 100°k
B. URD 69%
C. Clean Aluminum 120%
D. EC Wire 141%
E. Neo rene 80%
2 Copper: Non-insulated Houston #1 High Side 103%
3 Copper: Insulated Houston #1 High Side 64%
4 Iron & Steel: #2 Heavy Metal High Side, Prepared and
Un re ared, Electric Distribution De artment 78%
4A Same as Item 4 ahove - all other departments 78%
5 Whole Water Meters, Red Brass 105%
Whole Electric Meters 75% of the #2 HMS
6 % Adder for delivery to service provlder's location 70 %
Cityo uf Denton Standard
Terms and Conditions
and
Additional contractual requirements
L 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 locallaws, 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 acco�dance 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 Speciiications 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 fmal and conclusive on shipments not accompanied by
packing lists.
4. SHIPMENT iTNDER RESERVATION PROHISITED: 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 specif'ied 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 iJniform 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 far performance has not yet expired, the Contractor may
notify the City of the intention to cure and may then make a conforming tender within the time allotted in
the contract.
9. PLACE 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. WORI�'ORCE
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 parficipating 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 Itnmigrant Responsibility Act of
1996 ("IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, 5AFETY, AND ENVIItON1V1�NTAL 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 a11
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 far 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
identifcation 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 autharized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount.
The City will furnish a tax exemption certificate upon request.
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 ar 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 iirm 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-0UT:
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 N1BE/WBE Compliance Report to the Manager of
Materials Management 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 Contractar, except claims (1) which have been
previously asserted in writing and not yet settled, (2) arising from defective work appearing after fmal
inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any
warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract,
including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to
audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted
in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any
special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling
this order, such special tooling equipment and any process sheets related thereto shall become the
property of the City and shall be identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. 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
fmdings 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 Contractar 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 thereo£ Each of the terms "books",
"records", "documents" and "other evidence", as used above, shall be construed to include drafts and
electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final
printed docurnent.
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 Contractar shall not substitute any
Subcontractor identifed 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
accardance 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
fortn, 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 accardance 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 indernnify 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 far 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 Contractar's current prices
on orders by others for like deliverables under similar terms of purchase.
20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims,
security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and
against all adverse title claims to the deliverables.
21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables
sold the City under the Contract shall be free from defects in design, 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 specif'ied 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 Contractar 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 workxnanlike manner in
accardance 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 ar 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 accardance 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-CONFORNIING 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 fmal 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 fmal payment, such amount will be refunded to
the City by the Contractor.
24. RIGHT TO ASSiTRANCE: 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 parry for written assurance of the
intent to perform. In the event that no assurance is given within the time specifed 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 Wark 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. DEFALTLT: 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 Paragaph 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. TERNIINATION 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 specif'ied, 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. TERIVIIIVATION 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 sha11 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 Contractar, to
the extent of funds Appropriated or otherwise legally available far 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 negotiafe 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 spec�ed 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 exterii such default or delay is caused by acts of God, fire, riots, civil
commotion, labor disruptions, sabotage, sovereign conduct, ar any other cause beyond the reasonable
control of such Pariy. 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 reasoriably necessary to overcome the effect of such failure to perform.
31. INDEMNITY:
A. Deimitions:
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 off'icers, agents, and employees of such subcontractors; and third parties);
and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of
income or wages to any person (including but not limited to the agents, officers and employees of
the City, the Contractor, the Contractar's subcontractors, and third parties), ii. "Fault" shall
mclude the sale of defective or non-conforming deliverables, negligence, willful misconduct or a
breach of any legally imposed strict liability standard.
B. THE CONTR.ACTOR SHALL DEFEND (AT THE OPTION OF THE CIT�, INDEMN�Y,
AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND
ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIlVIS
DIltECTLY 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 LIlVIIT THE
RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LINIITED TO,
THE RIGHT TO SEEK CONTRIBUTIOl� AGAINST ANY THIltD PARTY WHO MAY BE
LIABLE FOR AN INDEMN�'IED CLAIlVI. �
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Attachment A. The successful ium shall procure and maintain
insurance of the types and in the ininirnum amounts acceptable to the City of Denton. The insurance shall be
rvritten 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 Ciiy 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 veriiication 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 Contractar sha11 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 Contractar 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 axe issued and shall be
written by companies with A.M. Best ratings of A- VII or better. The City will accept workers'
compensation coverage written by the Texas 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
901B 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 ar 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 fmancial condition of the insurance company
as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse
during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if
any, stated 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 speciiied 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: Speciiic 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 CityHall, 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 Manager of Materials
Management.
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 properly 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 ha�e 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, coniidential business information, and other
information which the CiTy or its licensors consider conf'idential) (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) agees 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 a11 circumstances be at least reasonable
measures to ensure the continued conf'identiality of the Confidential Information.
3 8. OWNERSI3IP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests
throughout the warld 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 Contractar agrees
to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to
specific inventions under such patentable subject matter to the City and to execute, acknowledge, and
deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment
of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that
upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the
City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in
this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue
of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables
not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause
each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an
assignment to the City o fl all worldwide right, title, and interest in and to such deliverables. With respect
to such work made-for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of
its employees providing services to the City hereunder to execute, acknowledge, and deliver a work-
made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon 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
Contractar'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. PUSLICATION5: 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 ar 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
Contractar, or otherwise recover, the fiill 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. PROI3IBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee,
independent consultant, or elected ofiicial of the City who is involved in the development, evaluation, or
decision-making process of the performance of any solicitation shall have a ilnancial interest, direct or
indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall
constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary
action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or
implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete
and submit the City's Conflict of Interest Questionnaire (Attachment B).
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those
of an independent contractor. The Contractor agrees and understands that the Contract does not gant 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 spec�cations 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 successars 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 conformiiy 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 ar 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 e�sting 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 imal, complete and exclusive
staiement 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
mediatar shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The
parties agee to participate in mediation in good faith for up to thirly (30) calendar days from the date of
the first mediation session. The City and the Contractor will share the mediator's fees equally and the
parties will bear their own costs of participation such as fees for any consultants or attorneys they may
utilize to represent them or otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of
the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas,
V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply
the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved
in the courts of Denton County, Texas and the 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 t1�e 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 OELIGATIONS: 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 DEBAR.IVIENT CERTIFICATION:
The City of Denton is prohibited from contracting with or makiug prime or sub-awards to parties that are
suspended ar 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 certif'ies 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 OPPORTiTNITY
A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory
employment practice. No person shall, on the gounds of race, sex, age, disability, creed, color, genetic
testing, or national origin, be refused the benefits of, ar 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 employxnent practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements)
T�he following federally funded requirements are applicable, in addition to the specific federally funded
requirements detailed in Attachment C.
A. Definitions. As used in this paragraph —.
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the
place of incorporation into the end product (whether or not such costs are paid to a domestic iu�m), and
any applicable duty (whether or not a duty-free entty certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of the
component, including transportation costs as described in paragraph (1) of this definition, plus allocable
overhead costs, but excluding profit. Cost of components does not include any costs associated with the
manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product miried or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined, produced, or
manufactured in the United States exceeds 50 percent of the cost of all its components. Components of
foreign origin of the same class or kind as those that the agency determines are not mined, produced, or
manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are
treated as domestic. Scrap generated, collected, and prepared for processing in the United States is
considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public
use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. l0a - lOd) provides a preference for domestic end products for
supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract;
but will consider for approval foreign articles as domestic for this product if the articles are on a list
approved by another Governmental Agency. The Offeror shall submit documentation with their Offer
demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery
of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information
presented in any response to this solicitation, whether amended or not, except as prohibited by law.
Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAI�S: Provided the solicitation requires an awarded contractor or supplier to be
licensed by the State of Texas, any and all fees and t�es are the responsibility of the respondent.
59. PREVAILING WAGE RATES: The awarded contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.�ov for
Denton County, Te�s (WD-2509).
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 lirnitation, 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 REQIT]REMENTS: 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 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 Departtnent 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 fmal 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, subconiractors, and suppliers, including
any delivery or cartage company, in connection with any perforxnance 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 MAJEITRE: 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 eatent 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 IlVIMUNITY: 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 far 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.
ADDITIONAL TERMS AND CONDITIONS
Contract Terms
It is the intention of the City of Denton to award a contract for a one (1) year period. The City and
the Awarded Contractor shall have the option to renew this contract for an additional four (1) one-
year periods. Materials and services undertaken pursuant to this RFP will be required to commence
witlun fourteen (14) days of delivery of a Notice to Proceed. The services shall be accomplished per
the Scope of Work and Services as identified in Section III and the Procurement Process and
Procedures as outlined in Section II.
The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, frorn the date of award by City Council, unless either party
notifies the other prior to the scheduled renewal date in accordance with the provision of the
section titled "price adjustments", or the section(s) titled termination. At the sole option of the
City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6)
months.
Pricin�
Firm Price
Pricing and discounts proposed is firm for the initial one-year period specified in the solicitation.
Price decreases are allowed at any time. Price increases shall only be considered as stipulated
below in paragraph #5, "PRICE ADJLTSTMENTS".
Price Decreases/Discount Increases
Contractors are required to immediately implement any price decrease or discount increase that
may become available. The City of Denton must be notified in writing for updating the contract.
Price Adiustments
Prices negotiated for this service must be firm for a period of one yeax from date of contract
award. Any request for price increase must be based on the Consumer Price Index, Inflation
Calculator, or cornpetitive wage adjustment and capped at 5%. Request must be submitted in
writing with supporting evidence for need of such increase to the Manager of Materials
Management at least 120 days prior to January 1 st of each year. Respondent must also provide
supporting documentation as justification for the request.
Upon receipt of such request, the City reserves the right to either: accept the escalation as
competitive with the general market price at the time, and become effective January lst of the
year the request is made or reject the increases within 30 calendar davs after receipt of a properly
submitted request. If a properly submitted increase is rejected, the Contractor may request
cancellation from the Contract by giving the City written notice. Cancellation will not go into
effect for 15 calendar davs after a determination has been issued. Pre-price increase prices must
be honored on purchase orders dated up to the official date of the City approval and/or
cancellation. The request can be sent by e-mail to: purchasin�(a�citvofdenton.com
Or mail to:
City of Denton
Attn: Manager, Materials Management
901B Texas Street
Denton, Texas 76209
The City reserves the right to accept, reject, or negotiate the proposed price changes.
Rights to Data, Documents, and Computer Software (Government Entity Ownership)
Any software, research, reports studies, data, photographs, negatives or other documents,
drawings or materials prepaxed by contractor in the performance of its obligations under this
contract shall be the exclusive property of the City and all such materials shall be delivered to the
City by the contractor upon completion, termination, or cancellation of this contract. Contractor
may, at its own expense, keep copies of a11 its writangs for its personal files. Contractor shall not
use, willingly allow,. or cause to have such materials used for any purpose other than the
performance of contractor's obligations under this contract without the prior written consent of
the City; provided, however, that contractor shall be allowed to use non-confidential materials
for writing samples in pursuit of the work.
The ownership rights described herein shall include, but not be limited to, the right io copy,
publish, display, transfer, prepare derivative works, or otherwise use the works.
Addin� New Products or Services to the Contract after Award
Following the Contract award, ADDITIONAL recycling services of the same general category
that could have been encompassed in the award of this contract, and that are not alxeady on the
contract, may be added. A formal written request may be sent to successful Contractor (s) to
provide a proposal on the additional services and shall submit a pricing proposal to the City as
instructed. All submitted prices are subject to negotiation with a Best and Final Offer ("BAFO").
The City may accept or reject the pricing proposal, and may issue a separate RFP or IFB for the
services requested, after rejecting some, or all, of the pricing proposal. The services covered
under this provision shall conform to the statement of work, specifications, and requirements as
outlined in the request. Contract changes shall be made in accordance with Local Government
Code 252.048.
Coouerative Purchasin� / Pi��yback Option
The contract resulting from this solicitation will be available for use by all governmental
entities, providing there is no conflict with any applicable statutes, rules, policies, or procedu"res.
The governmental entities will have the option to use the pricing as agreed to within the resulting
contract. Provided that other governrnental entities are interested in ordering from the resulting
contract, and other delivery locations are requested than originally agreed upon, the City of
Denton a.nd the awarded contractor will seek a mutual agreement for pricing to other locations.
Governmental entities will issue their internal purchase orders directly to the contractor(s),
however, sha11 reference and cite the City of Denton contract number (RFP nurnber) within the
purchase order document.
After award, The contractor agrees to pay a service fee in the amount of 2% of the dollar
amount of all externaIly issued purchase orders generated from use of this contract by
cooperative agencies. The contractor further agrees to remit the service fee by check on a
quarterly basis for the previous quarter spent through this contract, to Julia Klinck, Purchasing
Coordinator at 901B Texas Street, Denton, TX 76209, on or by the Fi$een day of each month,
following the end of the quarter. The Contractor shall also provided quarterly sales reports from
the Contract awards and Purchase Orders issued froin the Contract, for the purpose of billing and
collecting the service fee, and for compiling required purchasing history. This report shall be
sent to purchasin�cr,cityofdenton.com on or by the tenth day of each month. The Contractor
further agrees that the City of Denton shall have the right, upon reasonable written notice, to
review the Offeror's records pertaining to purchases under this awarded contract to verify the
accuracy of service fees charged to the Contractor.
PAYMENT TO THE CITY OF DENTON:
All proposals shall specify terms and conditions of payinent, which will be considered as part of,
but not control, the award of proposals. City review, inspection, and processing of payments
rendered through this contract, shall ordinarily occur within thirty (30) days after receipt of
payment.
Pavments shall be sent directly to the City of Denton Materials Management Department, Attn:
Contract Administration, 901B Texas Street, Denton, TX, 76209. The Awarded Contractor sha.11
make payment on completed orders within thirty (30) days after receipt of the recycled
commodities; unless unusual circumstances arise. Payments must be fully documented as to
materials, date, and quantity of materials, if applicable, and must reference the City of
Denton Contract Number 5022 in order to be processed.
TAX EXEMPTION:
The City qualifies for sales ta.x exemption pursuant to the provisions of Article 20.04 (F) of the
Texas Limited Sales, Excise and Use Tax Act. Any Contractor perfonning work under this
contract for the City may purchase materials and supplies and rent or lease equipment sales tax
free. This is accomplished by issuing exemption certificates to suppliers. Certificates must
comply with State Comptroller's ruling #95-0.07 and #95-0.09.
INSURANCE REQUIREMENTS AND
WORKERS' COMPENSENTATION REQUIREMENTS
Respondent's attention is directed to the insurance requi�ements below. It is highly
recommended that respondents confer with their respective insurance ca�riers or broke�s to
determine in advance of Proposal/Bid submission the availability of insurance certificates and
endorsements as prescribed and provided herein. If an appa�ent Zow respondent fails to comply
strictly with the insurance requirements, that respondent may be disqualified from award of the
contract. Upon contract award, all insurance requirements shall become contractual
obligations, which the successful cont�actor shall have a duty to maintain throughout the course
of this contract.
�� r � . i � � � ;� � � � : z �� ► i�� � ���
Without limiting any of the other obligations or liabilities of the Co�ctractor, the Contractor
shall provide and maintain until the contracted work has been completed and accepted by the
City, Owner, the minimum insurance coverage as indicated hereinafter.
As soon as practicable after notification of contract award, Contractor shall file with the
Purchasing Department satisfactory certificates of insurance including any �rpplicable
addendum or endorsements, containing the contract number and title of the project.
Contractor may, upon written request to the Purchasing Department, ask for clarific�tion of
any insurance requirements at any time; however, Contractors are strongly advisecl to make
such requests prior to proposal/bi�l opening, since the insurance requirements may not be
modified or waived after proposal/bid opening unless a written exception has been submitted
with the proposal/bid. Contracto� shall not commence any work or deliver any material until
he or she receives notification that the contract has been accepted, approved, and signed by
the City.
All insurance policies proposerl or obtained in satisfaction of these requirements shall comply
with the following general specifcations, and shall be maintained in compliance with these
general specifications throughout the duration of the Contract, or longer, if so noted:
• Each policy sha11 be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A- VIIA or better.
Any deductibles or self-insured retentions shall be declared in the proposal. If requested
by the City, the insurer shall reduce or eliminate such deductibles or self-insured
retentions with respect to the City, its officials, agents, employees and volunteers; or, the
contractor shall procure a bond guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
Liability policies shall be endorsed to provide the following:
■ Name as Additional Insured the City, its Officials, Agents, Employees and
volunteers.
That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
• Cancellation: City requires 30 day written notice should any of the policies described
on the certific�rte be cancelled or materially changed before the expiration date.
Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occuxrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally
comply with the following marked specificr�tions, and shall be rrtaintainecl in compliance with
these additional specifications throughout the duration of the Contract, or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than
$1,000,000.00 shall be provided and maintained by the Contractor. The policy shall
be written on an occurrence basis either in a single policy or in a combination of
underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is
used:
� Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
• Coverage B sha11 include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property
damage resulting from explosion, collapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Professional Liability Insurance
Professional liability insurance with lirnits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
Contractor Business Information
ATTACHMENT B
BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS
1. Contractor Name: Fulton Supply and Recycling, lnc.
2. Address (Principal Place of Business): 1404 Fort Worth Drive Denton, Texas 76205
3. Does your company have an established physical presence in the State of Texas, or the City
of Denton? Yes, Fulton Supply and Recyclin�, inc.'s world headquarters has been located
in Denton, Texas for over 42 years. Fulton Supply and Recycling, Inc. is a pioneer in the
recycling industry in Denton, Texas. Not only has Fulton Supply been in business for over
42 years in Denton, Texas its founders Jane and Edwin O. Ful#on are 3 generation and
lifelong residences of Denton, Texas.
4. Tax Payer ID#: 1-75-16257056
5. Emai) Address of Primary contact: Suzanne Fulton SFulton@FultonSupply.net
6. Website Address: FultonSupply.net
7. Telephone: (940)382-3611
8. Fax: (940)382-9574
9. Other Locations: Gainesville, Texas and Durant, Oklahoma
10. Organization Class:
Partnership
Individual
Cvrporation: Fulton Supply and Recycling, Inc. is a corporation.
Association
11. Date Established: Early 1970
PAGE 2 �F RFP #5022
12. Former Business Name: NONE
13. Date of Dissolution: N/A
14. Subsidiary of: N/A
15. Historically Underutilized Business: Yes
16. Principals and Officers: Jane Fulton "' President
Suzanne Fulton ^' CFO Secretary/Treasurer over seeing operations, buying and selling of
materials.
17. Key Personnel and Responsibilities:
Todd Terry � Yard manager overseeing daily operations, equipment purchases and
repairs. Shipping and receiving in the Denton and Gainesville locations.
Brent Noles ^' Yard manager Gainesville, Texas Location over sees daily operations,
shipping and receiving in the Gainesville location.
Margaret Dawson � Scale operator Denton, Texas
18. Number of Personnel by Discipline:
Discipline Num6er of Staff # Registered
Metal sorters 35
19. Services Provided by Contractor:
a. Please provide a detailed listing of all services that your company provides.
Fulton Supply provides a commercial container service as well as an onsite drop off for all
ferrous and non-ferrous metal items. Fulton Supply sorts, prepares and grades material
for direct delivery to industrial end sites.
b. Please detail your prior experience working on similar projects with Texas
governmental entities. Have held the previous City of Denton Bids
c. Please detail your similar services provided over the past five (5) years. Provided this
service to the City of Denton for the past 4 year contract
PAGE 3 OF RFP #5022
d. Detail documented proof of at least three (3) projects in the past five (5) years. City of
Denton metal recycling; Safety Kleen metal recycling for past 20+ years; purchased
scrap from Jagoe Public Works for past 20+ years
e. Please detail these services, including, the nature of the services provided, the scope of
the activities, the organizations for which the services were provided, the dates of the
projects, and the documented benefit to the governmental entity. Continued scrap
metal recycling for these businesses listed above as well as provide a walk in facility
and local drop off to the public for over 40 years.
20. Has your company filed or been named in any litigation involving your company and the
Owner on a contract within the last five years under your current compan.y name or any
other compauy name? If so provide details of the issues and resolution if available.
Include lawsuits where Owner was involved. NO
21. Please provide at least (3) three references (preferably municipalities) and contract
amounts. Include project description, contact names, position, and organization name and
telephone number for each reference listed. See attachment F.
Jagoe Public � Kent Maloy 940-382-2581 purchase various metal scrap
Safety HIeen � John 817-716-0218 purchase triple rinsed barrels for recycling and
various metal scrap for recycling
Denton County � all locations within county boundaries purchase all metal scrap for
recycling
22. Have you ever defaulted on or failed to complete a contract under your current company
name or any other company name? If so, where a.nd why? Give name and telephone
number of Owner. NO
23. Have you ever had a contract terminated by the Owner? If so, where and why? Give
name and telephone number (s) of Owner (s). NO
24. Has your company implemented an Employee Health and Safety Program compliant with
29 CFR 1910 "General Industry Standards" and/or 29 CFR 1926 "General Construction
Standards" as they apply to your Company's customary activities?
http://www.osha.�ov/nls/oshaweb/owasrch seaxch form�� doc type=STANDARDS&�_
toc level=l&p ke�alue=1926 Fulton Supply and Recycling, Inc. conducts regular
safety meetings and is a partner within in the recycling industry and ISRI by
signing and agreeing to the program "Safely or Not at All".
PAGE 4 OF RFP #5022
ATTACHMENT C
REFERENCES
Please list tl�ree (3) Government references, other than the City of Denton, who can verify the quality of service
your company provides. The City prefers customers of similar size and scope of work to this proposal.
REFERENCE ONE
GOVERNMENT/COMPANY NAME: Denton Connty
LOCATION: Denton County, Texas
CONTACT PERSON AND TITLE:
TELEPHONE NUMBER:
SCOPE OF WORK: Recycling all type of ferrous and non-ferrous metals
CONTRACT PERIOD: continual basis
REFERENCE TWO
GOVERNMENT/COMPANY NAME: University of North
LOCATION: Denton, Texas
CONTACT PERSON AND TIT'I.E: Various departments recycle daily with Fulton Supply
TELEPHONE NUMBER:
SCOPE OF WORK: Recycling ferrous and non-ferrous metals
CONTRACT PERIOD: continual basis
REFERENCE TH1tEE
GOVERNMENT/COMPANY NAME: Texas Woman's University
LOCATION: Denton, Texas
CONTACT PERSON AND TITLE: various departments
TELEPHONE NUMBER:
SCOPE OF WORK: recycling all type of ferrous and non-ferrous
CONTRACT PERIOD: continual basis
PAGE 5 OF RFP #5022
ATTACHMENT E
DISADVANTAGED BUSINESS UTILIZATION
The City of Denton will ensure that purchases of equipment, materials, supplies, and /or services
comply with Texas Local Government Code 252.0215, in regards to competitive requirements in
relation to Disadvantaged Business Enterprises (DBE). The City will ensure that all procurement
opportunities are cost effective, and contributable to the competitiveness of the City, and its
customers. All Procurement activities will be conducted in an open and fair manner with equal
opportunity provided for a11 qualified parties. The City of Denton will provide equal contracting
opporlunities as provided by State and Federal law to small business enterprises, Historically
Underutilized Businesses, and Disadvantaged Business Enterprises. The City of Denton
encourages all awarded Contractors to seek qualification as a DBE and/or utilize DBE's as sub-
contractors, where feasible, to meet the overall intent of the legislation.
Disadvanta�ed Business Enterprises (DBE): are encouraged to participate in the City of
Denton's procurement process. The Materials Management Department will provide additional
clarification of specifications, assistance with Proposal Forms, and further explanation of
procurement procedures to those DBEs who request it. Representatives from DBE companies
should identify themselves as such and submit a copy of the Certification. The City recognizes
the certifications of the State of Texas Building and Procurement Commission HUB Program.
All companies seeking information concerning DBE certification are urged to contact.
Sta.te of Texas HUB Program — TPASS Division
PO Box 13047, Austin, TX 78711-3047
(512) 463-5872 ar(888) 863-5881 or http://www.window.state.�.us/procurement/pro�/hub/
Instructions: If your company is already certified, attach a copy of your certification to this
form and return with the submission. If your company is not already certified, and could be
considered as meeting certification requirements, please use the web link to obtain such. If you
are submitting a response and plan to utilize DBE's, then use the form below to identify the
business and include the business HCTB certification.
COMPANY NAME:
REPRESENTATIVE:
ADDRESS:
CITY, STATE, ZIP:
Fulton Supply and Recycling, Inc.
Suzanne Fulton
PO Box 3064
Denton, Tezas 76202
TELEPHONE NO. 940-382-361
Indicate all that apply:
FAX NO . 940-382-9574
Minority-Owned Business Enterprise
X Women-Owned Business Enterprise
Disadvantaged Business Enterprise
PAGE 7 OF RFP #5022
Form CIQ
Conflict of Interest Questionnaire
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor or other erson doin business with local overnmental enti
This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person Date Received
who has a business relarionship as defined by Section 176.001(1-a) with a local governmental entity and the
person meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later
tban the 7th business day after the date the person becomes aware of facts that require the statement to be filed.
See Section 176.006, Local Government Code.
A person commits an offense if the person laiowingly violates Section 176.006, Local Government Code. An
offense under this section is a Class C misdemeanor.
1 Name of person who has a business relationship with local governmental entity.
N/A
2
❑ Check this bog if you are %ling an opd�te to a previously�led questionnaire.
(The law requires that you file an updated completed ques6onn�ire� the appropriate filing authority not later than the 7"' business day after the
date the originally filed questionnaire becomes incomplete or inacc .)
�
�;
3 Name of local government officer with whom filer has an employme�t or b�ihes�alationslup.
�
.�
Name �Officer
This section, item 3 includin sub arts A, B, C& D, must be' m
( g p ) �o p� for each officer with whom the filer has an employment or other business
relationship as defined by Section 176.001(1-a), Local Govern ent Code. Attach additional pages to this Form CIQ as necessary.
�
A. Is the local govemment o�cer named in this section receivi or likely to receive taxable income, other than investme�t income, from the
filer of the questionnaire?
0 Yes 0 No
B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the
local government officer named in this section AND the taxable income is not received from the local governmental entity?
� Yes 0 No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer
serves as an officer or director, or holds an ownership of 10 percent or more?
� Yes � No
D. Describe each affiliation or business relationship.
4
Signature of person doing business with the governmental entity Date
PAGE 6 OF RFP #5022
Insurance Documentation
��!��'� CERTIFICATE �F LIABILITY INSURANCE I DATE(MM/ODIYYYY)
9/s/zoia
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND GONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFiRMATNELY OR NEGATNELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORUED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTRUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTH�RIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: tf the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed, ff SUBROGATION IS WANED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this cert�cate does not confer rights to the
cert�cate holder in lieu of such endorsement(s}.
PRO W CER CONTACT
HIIB IAtl Rigg - Ft. Worth PHONE Gg1'St PL'jrOY FAX
777 Main St, Suite C-50 A1C No Ext: i817) 830-8100 AIC No: �817) 704-4332
FoYt Worth TX 76102
INSURED
Ihilton Supply & Recycling Inc
1404 Fort Worth Dr
Dentoa TX 762055B42
INSURER A :
INSURER B :
INSURER C :
INSURER D :
tER(S) AFFOROING COVERAGE NAIC #
Mutual Fire Iaaurance Co 23035
COVERAGES CERTIFICATE NUMBER: Cert ID 364fi6 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAME� ABOVE FOR THE POLIGY PERIdD
INDICATED. NOTWffHSTANDING ANY RECiUIREMENT, TERM OR CONDITION OF ANY CdNTRACT dR OTHER DOCUMENT WITH RE3PECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES �ESCRIBED HEREIN IS SUBJEGT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED 8Y PAID CLAIMS.
�LgR TYPE OF INSURANCE i4U�O� UBR pOLICY NUMBER MMIOCYYYYY MMIUC YY�YY LIMITS
GENQiAL LIABILITY EACH OCCURRENCE $ 1, 000 , 00 D
A X COMMERCIALGENERALLIABILIIY Y Y YV2-Z91-447440-021 11/1/2011 11/1/2012 p(�MISES aoccuRence $ 300,DOD
CLAIMS-NIADE � OCCUR MED EXP (My one person) $ 10 , D 0 0
PERSONAL&ADVINJURY $ 1,000,000
GENERALAGGREGA7E $ 2,00O,OOD
GEN'L AGGREGATE LIMff APPLIES PER: PRODUCTS - COMP/OP AGG $ 2, 000 , 00 0
POLICY X jR�T LOC $
AUTOMOBILE �uiBILITY COM6INED SINGLE LIMIT
Ea aocidenl 1, 0 D 0, 00 0
A X/Wyp�O Y Y A32-291-447440-031 11/1/2611 11/1/2612 gODILYINJURY(Perperaon) $
��OWNED A� SULED 80DILY INJURY (Per accident) �
X NON-ONRJEO PROPERTY DAMAGE
HIREOAUT05 X q�705 Peracddeni $
$
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS-MADE AGGREGATE $
�E� RETENTION $ $
WORKERS COMPENSATION WC STATU- OTH-
A ANDEMPI.OYERS'LIABILITY Y�N Y WC1-Z91-447440-011 11/1/2011 11/1/2612 X TORYLIMITS ER
ANY PROPRIETORIPARTNERIEXECU7IVE E.L. EACH ACCI�ENT $ 1� 000 � 000
OFFICERlMEMBER EKCLUDm? ❑ N 1A
(MandatorylnNH) E.LDISEASE-EAEMPLOYE $ 1,000,000
If Yes,desalbsunder E.L.�ISEASE-POLICYLIMIT $ 1,00O,OOD
DESCRIPT70N OF DPERFITION5 bebw
$
$
DESCRIPTION OF OPE]iAT10N3 ! LOCATIONS I VEHICLES (Httech ACORD 101, Additlonal Ramarlca Schedule, i(mora space Is raqulred)
The General Lfabiliey and Automobile Liabiliey policiee include a blaaket automatic additional
inaured eadoraement that providea additioaal insured atatua to the certificate halder only when
there ia s written contract betaeen the named ineured and the certificaee holder that requirea auch
atatua aubject to policy terme and coaditiona. The Geaeral Liability, Automobile Liability and
Workera' Compenaation policiea include a hlanket automatic waiver af aubrogation endoraement that
providea this ieature only ahen there ia a aritten coatracE between the named inaured and the
certificate holder that requirea it aubject to policy terme and conditiona. The General Liability
policy coataine a apecial endoraement with RPrimary aud Noncontributory° wording aubject to policy
texma and conditiona. The IImbrella Policy Followa Form.
City of Denton
901 Taxas Street
Deneon TX 76201
ACORD 25 {2010f05)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE YVILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTIIORIZED REPRESENTATIVE
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� 19$S-2Q10 ACORD
The ACORD name and logo are registered marks of ACORD
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DOC (1012003)
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